In this week’s New York Business Divorce, we take a foray into the law of employment and restrictive covenants inspired by a recent decision from New York County Commercial Division Justice Robert R. Reed rejecting a challenge to the enforceability of non-solicitation covenants in the limited partnership agreements of investment banking powerhouse Parella Weinberg Partners.
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Partnerships
Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach of Oral Shareholders Agreement
By Peter A. Mahler on
This week’s New York Business Divorce offers a trifecta of sorts, offering summaries of three recent decisions, one involving an LLC, another a partnership, and another a close corporation.
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The “Illegality” Defense to Partnership Formation
By Franklin C. McRoberts on
Posted in Partnerships
In this week’s New York Business Divorce, read about a recent decision dismissing a partnership dissolution petition finding the alleged partnership unenforceable under the doctrine of illegality. Outcomes like this are rare. Learn why in this week’s article.
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Federal Courts Wade Into Business Divorce: Recent Decisions of Interest
By Peter A. Mahler on
State courts far and away are the dominant arena for business divorce litigation. Just for kicks if not giggles, this week’s New York Business Divorce takes a look at some recent cases involving partnership disputes decided by federal courts.
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Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating Agreement
By Franklin C. McRoberts on
Last week, the Court of Appeals announced a major clarification of the law of advancement and indemnification of legal fees in disputes among closely-held business owners. Read about it in this week’s New York Business Divorce.
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Wrongful Dissociation Under RUPA: Toto, We’re Not in New York Anymore
By Peter A. Mahler on
Posted in Partnerships
A recent New Jersey appellate ruling in a wrongful dissolution case involving a partnership presents a clear contrast with New York’s contract-centric approach. Read about it in this week’s New York Business Divorce.
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Is Loss Sharing an “Indispensable Essential” of Partnership?
By Peter A. Mahler on
Posted in Limited Liability Partnerships, Partnerships
This week’s New York Business Divorce uses a recent decision in a dispute involving a law firm LLP to explore the issue of “sharing of losses” and whether it is an essential element in establishing one’s status as a partner of a partnership. …
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A Fresh Take on Partnership to LLC Conversions
In this week’s New York Business Divorce, read about a brand new decision considering the correct interpretation of a rarely-litigated statute: Section 1006 of the Limited Liability Company Law authorizing partnership to LLC conversions. The decision provides transactional lawyers useful guidance to structure such a reorganization to potentially avoid a limited partner’s right to dissent from the transaction and seek fair value in an appraisal proceeding.
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Disputes Abound When Law Firms Dissolve
By Peter J. Sluka on
How does one value a law firm’s caseload at dissolution? The litigation over the dissolution of Brown Chiari LLP has already made its mark on business divorce jurisprudence. As it approaches its sixth birthday, the case continues to deliver, with Erie County Commercial Division Justice Timothy J. Walker recently authoring two notable decisions concerning a partner’s interest in the firm’s substantial caseload at the time of its dissolution.
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General Partner’s Resignation Triggers Nonjudicial Dissolution of Limited Partnership
By Peter A. Mahler on
The North Carolina Court of Appeals last week handed down a significant opinion affirming the nonjudicial dissolution of a family-owned Delaware limited partnership based on the appointment of a new general partner in contravention of the terms of the limited partnership agreement. Learn more in this week’s New York Business Divorce.
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