Two-member, 50/50 LLCs are natural fodder for deadlock. This week’s New York Business Divorce questions whether New York’s standard for LLC dissolution takes too narrow an approach to deadlock.
Continue Reading Has the Time Come for New York to Follow Delaware and Officially Pronounce Deadlock as Ground for LLC Dissolution?
Potential Creditor Drags Corporation in Stalled Dissolution Proceeding into Receivership
Creditors take note: New York’s Business Corporation Law gives creditors a path to intervene in a contested dissolution proceeding.
See that path at work in this week’s post.
Continue Reading Potential Creditor Drags Corporation in Stalled Dissolution Proceeding into Receivership
Business Divorce in the Divorce Courts
In this week’s New York Business Divorce, read about a rare example of a judicial dissolution proceeding litigated in the Matrimonial Division of New York’s Supreme Court.
Continue Reading Business Divorce in the Divorce Courts
Top 10 Business Divorce Cases of 2022
New York Business Divorce proudly presents its 15th 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 2022
Scrivener’s Error Keeps Sailboat-Owning LLC Afloat
A court is empowered to correct a mistake solely in the reduction of an agreement to writing. This week’s post shows that power at work in the interpretation of a sailboat-owning LLC’s operating agreement.
Continue Reading Scrivener’s Error Keeps Sailboat-Owning LLC Afloat
The Art of Manager Removal
Combine a business divorce with a marital divorce and what do you get? Find out in this week’s New York Business Divorce.
Continue Reading The Art of Manager Removal
Stock Transfer Restrictions and “Annihilation of Property”
In this week’s New York Business Divorce, read about several strands of case law employing different language to express the same concept: a closely-held business interest transfer restriction or buy-sell agreement that would impose a “forfeiture,” cause the interest to become “void,” result in “annihilation of property,” or “bestow a windfall” upon a co-owner, is unenforceable as against public policy.
Continue Reading Stock Transfer Restrictions and “Annihilation of Property”
LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement
If you want to find out what can happen when an LLC agreement authorizes member removal for any or no reason but doesn’t address compensation for the terminated member’s interest, read this week’s New York Business Divorce.
Continue Reading LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement
Challenges to Expert Appraisers in Valuation Proceedings
In business divorce litigation, the expert appraisers often are the key witnesses. A recent PwC Study analyzing the success of challenges to expert appraisers inspires a deeper dive into some keystone cases where courts excluded the expert testimony of an appraiser.
Continue Reading Challenges to Expert Appraisers in Valuation Proceedings
And a Time to Every Purpose Under . . . the Operating Agreement?
A recent Commercial Division ruling involving a realty holding LLC unable to develop its property raises interesting questions about whether the LLC can achieve its stated purpose under the standard for judicial dissolution. Learn more in this week’s New York Business Divorce.
Continue Reading And a Time to Every Purpose Under . . . the Operating Agreement?