Shareholders considering exercising their right to inspect the corporation’s books and records–particularly in the context of a valuation proceeding under BCL 1118 or 623–would be wise to consider Justice Platkin’s recent primer on different inspection rights and their correspondingly different scopes, conditions precedent, and required justifications. …
Continue Reading Justice Platkin’s Primer on Shareholders’ Inspection Rights

Pleading a derivative claim as direct, a direct claim as derivative, or intermingling direct and derivative claims, will likely invite time consuming and potentially expensive motion practice at the outset of a business divorce case. This week’s New York Business Divorce highlights the pitfalls.
Continue Reading Singin’ the Derivative Plaintiff Blues

In a case featuring your authors as counsel for the prevailing parties, NY County Commercial Division Justice Robert Reed enforces the buy-sell provision of a corporation’s shareholders agreement triggered by the shareholders’ petition for dissolution. …
Continue Reading Look Before You Leap: Buy-Sell Agreements Triggered by a Petition for Dissolution

Professor Susan Pace Hamill is one of the leading authorities on the history and evolution of LLCs and LLC jurisprudence. This week’s New York Business Divorce introduces the latest episode of the Business Divorce Roundtable podcast featuring an interview with Professor Hamill about her latest law review article entitled Some Musings as LLCs Approach the Fifty-Year Milestone.
Continue Reading LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill

In this week’s New York Business Divorce, we tackle one of the most spectacular and well-publicized business falling-outs of modern times: Michael D. Cohen’s departure from the Trump Organization LLC, his resulting criminal conviction, and his cooperation with the Federal Government’s various investigations into activities surrounding former President Trump J. Trump. As an alleged former officer of the Trump Organization, Cohen sued the company for indemnification under its operating agreement for millions of dollars in legal fees resulting from the sprawling array of civil, administrative, and criminal proceedings against him. Learn how Cohen’s claims were resolved in this week’s New York Business Divorce.
Continue Reading The Outer Limits of LLC Indemnification: Michael Cohen v Trump Organization

In this week’s New York Business Divorce, read about a recent appeals court decision in which an elderly male business founder alleged he was ousted from the company and his reputation smeared based upon false allegations of sexual harassment allegedly solicited by a hostile male CEO. Do these allegations equate to a viable claim for breach of fiduciary duty against the CEO? Find out in this week’s New York Business Divorce. …
Continue Reading #MeToo and Business Divorce: The Flip Side

Earlier this month the Connecticut Supreme Court handed down an important, first impression decision construing RULLCA’s provision granting members of manager-managed LLCs the right to inspect books and records. Read more in this week’s New York Business Divorce.
Continue Reading The Nutmeg State Out Front on Member Inspection Rights Under RULLCA

In this week’s New York Business Divorce, we consider a recurring problem with LLC operating agreements: enforceability of the writing when it is unexecuted or partially executed. A growing body of case law finds such agreements at least potentially enforceable absent an expression of intent to the contrary. Read about that issue, and related issues of due execution of operating agreements, in this week’s New York Business Divorce.
Continue Reading Cooked or Raw? Enforceability of Partly Signed Operating Agreements