This week on New York Business Divorce, read about the interplay between statutory and contract rules for LLC manager removal or expulsion, set within an appeal from a trio of decisions we wrote about what feels like a lifetime ago.
The Bad Faith Defense to Opportunistic Expulsion
Think bad faith can save you from expulsion? A new ruling shows just how slim that lifeline really is.
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Does This California Case Bolster the Argument Against Waiver of the Right to Seek Judicial Dissolution of New York LLCs?
A recent California case may shed light on how New York courts should handle ant-dissolution provisions in LLC agreements.
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Second Department Ends Sisters’ Fight Over Family Home Not With a Bang, But a Whimper
Four sisters. One house. Who owns it?
Today’s case delves into a thorny situation many closely-held family businesses struggle with—proving ownership.
It’s no secret that many closely-held family business do not comply with corporate formalities. In the absence of such formalities, it can be difficult to demonstrate ownership without stock certificates in hand, or other
Roller Coaster Ride: Interlocutory Appeals in Business Divorce Cases
In New York civil practice, appeals from non-final orders, called interlocutory appeals, have the awesome power to transform a case before its conclusion, snatching defeat from the jaws of victory, and vice versa. Read about one such instance in this week’s New York Business Divorce.
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Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?
A recent Second Department decision confronts the rigid requirements of the BCL and considers whether equity can rescue shareholders who attempt to issue shares beyond those authorized by the certificate of incorporation.
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A Wolf in Sheep’s Clothing: Shareholder Agreement’s “Except as Otherwise Set Forth Herein” Hands Control of Famed Restaurant to Minority Shareholders
“Except as otherwise set forth herein” is a common proviso in agreements of all sorts. It can provide clarity. It also can cause dispute, as in the case highlighted in this post.
Seller Beware: The “Exclusive” Fair Value Appraisal Remedy Really is Exclusive
How exclusive is the “exclusive” fair value appraisal remedy of Business Corporation Law § 623? So exclusive, according to the Second Department, that the statute bars a shareholder who consented to an asset sale from suing the other shareholder for making off with the sale proceeds after the closing. Let’s unpack this harsh result in this week’s New York Business Divorce.
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For Embattled Bich Family, “Full Membership” Requires Admittance Without Precondition
This week’s New York Business Divorce features an intra-family battle concerning the precise contours of admittance as a “full” member of the family business.
Summer Shorts: A Trio of Recent Decisions of Interest in LLC Member Disputes
It’s that time of year for our Summer Shorts edition, this year highlighting a trio of decisions involving LLC member disputes.
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