An Operating Agreement that calls for “annual updates” to its dissolution procedures is begging for trouble. This week’s post demonstrates why.
Continue Reading A Lifeline for the Stale “Schedule A”
A Lifeline for the Stale “Schedule A”
“Irreparable Harm” and Injunctions in Close Business Owner Disputes
In this week’s New York Business Divorce, read about some of the many ways courts find “irreparable harm” warranting injunctive relief in business divorce disputes.
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Judicially Expelled Member Pays Heavy Price For Abandoning LLC
This week’s New York Business Divorce highlights a fascinating New Jersey case in which the court expelled the minority member of an LLC after it abandoned the venture and withdrew its financial support.
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A Potent Combo: Misappropriation of Corporate Opportunity Meets Faithless Servant
In this week’s New York Business Divorce, read about the potent convergence in a recent decision of two common-law fiduciary duty principles: the corporate opportunity and faithless servant doctrines.
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Proceed with Caution: Strategy Considerations Before Making a Books and Records Demand
The relative simplicity of a books and records demand can be disarming. But books and records demands sometimes raise critical issues that can dramatically alter the case going forward.
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New York LLC Caselaw’s Greatest Hits
This week’s New York Business Divorce presents a retrospective assessment of the state of New York law concerning LLC business divorce, including summaries of the most significant court decisions, adapted from a recent presentation at the Eileen Bransten Institute on Complex Commercial Litigation.
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How to Stop a Cash-Out Merger from Cancelling Your Shares
If you want to challenge a proposed freeze-out merger that will extinguish your shares of a New York corporation, this week’s post gives you the playbook.
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Bad Things Can Happen When You Steal a Business from a Minority Co-Owner
In this week’s New York Business Divorce, read about a rare punitive damages award in a business divorce case after a majority owner misappropriated a 25% interest in a sushi restaurant, secretly transferred the entity’s assets to another he owned, then dissolved the original, all unbeknownst to the minority owner.
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The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases
This week’s New York Business Divorce looks at the courts’ powers to order equitable remedies short of dissolution in judicial dissolution cases involving LLCs, featuring a highly unusual case from Mississippi.
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Dissolution Defined: The First Department’s Recent Guidance on Interpreting Operating Agreements
How does the First Department tackle competing interpretations of an LLC operating agreement? This week’s post explains.
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