More than any other entity, Limited Liability Companies are most prone to informal, ambiguous deals among their owners, which become a font for litigation down the road. 2024 begins with a federal trial over an ambiguous, oral agreement.
Continue Reading Ambiguous Agreement, Clear Consequences
New York Business Divorce proudly presents its 16th annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases.
Continue Reading Top 10 Business Divorce Cases of 2023
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”
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.
Continue Reading “Irreparable Harm” and Injunctions in Close Business Owner Disputes
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.
Continue Reading Judicially Expelled Member Pays Heavy Price For Abandoning LLC
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.
Continue Reading A Potent Combo: Misappropriation of Corporate Opportunity Meets Faithless Servant
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.
Continue Reading Proceed with Caution: Strategy Considerations Before Making a Books and Records Demand
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.
Continue Reading New York LLC Caselaw’s Greatest Hits
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.
Continue Reading How to Stop a Cash-Out Merger from Cancelling Your Shares
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.
Continue Reading Bad Things Can Happen When You Steal a Business from a Minority Co-Owner