Professor Daniel Kleinberger’s article, The Plight of the Bare Naked Assignee, is the springboard for this week’s post about whether assignees of an LLC membership interest should have a right inspect LLC records. It’s in this week’s New York Business Divorce.
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Standing
Divorcing Husband Not Smiling Over Court’s Rejection of Ownership Interest in Wife’s Dental Practice
By Peter Mahler on
This week’s New York Business Divorce features the “double whammy” of a fight over ownership of a highly successful dental practice, spiced with allegations of illegal kickbacks for patient referrals, intertwined with an acrimonious matrimonial divorce between the two litigants. …
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And the Award For Most Oppressive Conduct By a Majority Shareholder Goes to . . .
Minority shareholder oppression on steroids is one way to describe what happened in Matter of Twin Bay Village, Inc., in which an upstate appellate panel recently affirmed an order dissolving the corporation and setting aside a stock issuance that diluted the minority shareholders. Learn more in this week’s New York Business Divorce.…
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Books and Records Case Illustrates Crucial Importance of Pre-Suit Demand
By Peter Mahler on
This week’s New York Business Divorce looks at a noteworthy decision by Manhattan Commercial Division Justice O. Peter Sherwood in which he dismissed claims by a minority member of Delaware LLCs for inspection of books and records. …
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Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes
By Franklin C. McRoberts on
Sometimes the tax collector can prove the bigger impediment to minority shareholder claims than the majority shareholders, as explained in this week’s New York Business Divorce featuring a recent case involving a Delaware corporation whose charter was voided for nonpayment of taxes.…
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“Food Fight” Sequel Ends Badly for Ousted Sibling
This week’s New York Business Divorce revisits a family feud involving a Brooklyn-based food distributor and affiliated realty company, in which an ousted minority owner was on the short end of a series of recent decisions by Justice Sylvia Ash.…
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Assignment of LLC Interest Defeats Standing Despite Alleged Lack of Consideration
By Peter Mahler & Franklin C. McRoberts on
A recent decision by Manhattan Commercial Division Justice Anil Singh enforced a minor daughter’s assignment of her LLC membership interest to secure her father’s debt repayment to another member, over the objection that the assignment lacked consideration. Learn more in this week’s New York Business Divorce.…
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Suing on Behalf of People You’re Suing Can Sink a Derivative Lawsuit — Especially If You Have a Litigious Nature
By Peter Mahler on
The Manhattan Commercial Division recently dismissed derivative claims by a partner in a family-owned realty partnership based on conflicts of interest and his “litigious nature”. Learn more about this unusual and instructive case in this week’s New York Business Divorce. …
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Withdraw a Dissolution Claim? Not So Fast
By Franklin C. McRoberts on
This week’s New York Business Divorce authored by Frank McRoberts focuses on a relatively rare issue decided by Albany Commercial Division Justice Richard Platkin involving a dissolution petitioner’s request for permission to withdraw the dissolution claim in order to defeat the majority’s buy-out election.…
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Business Divorce Nation: Five States, Five Cases
By Peter Mahler on
It’s time for another trip across the country with this week’s New York Business Divorce, as it examines five decisions last year by courts outside New York in business divorce cases. …
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