This week’s New York Business Divorce features an interesting decision holding that personal representatives of an estate lack standing to maintain a derivative action on behalf of a limited partnership, commenced by the decedent while alive. …
Continue Reading Death of Limited Partner Disarms Derivative Action

Shapiro v Ettenson, known as the case that made it extra dangerous for minority members of New York LLCs without written operating agreements, reappears in this week’s New York Business Divorce on the occasion of a recent decision concerning member expulsion. …
Continue Reading The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed

This week’s New York Business Divorce highlights an interesting decision by Commercial Division Justice Andrea Masley addressing claims that the minority members of an LLC breached the operating agreement’s anti-withdrawal provisions by demanding a buyout and bringing a damages suit against the managing members.
Continue Reading A Case of LLC Withdrawal Symptoms

Under what circumstances, if at all, does resignation of one member of a two-member board of directors eliminate “deadlock” and “internal dissention” as an available grounds for corporate judicial dissolution? In this week’s New York Business Divorce, we consider a recent ruling by Justice Andrea Masley on that important question.
Continue Reading Resignation: Antidote for Internal Dissention and Deadlock?

Statutory judicial dissolution claims are not welcome in federal courts which have been using the Burford abstention doctrine to divert them to state court. This week’s New York Business Divorce examines a first impression federal court decision giving the same treatment to a common-law dissolution claim.
Continue Reading Another Door Closes to Federal Court in Judicial Dissolution Cases

This week’s New York Business Divorce features Part Two my interview of Professor Peter Molk, one of the foremost academic authorities on LLC law, on the subject of his recent law review article, Protecting LLC Owners While Preserving LLC Flexibility.
Continue Reading The Two Worlds of LLCs: A Conversation With Professor Peter Molk (Part Two)

This week’s New York Business Divorce features Part One of a two-part interview of Professor Peter Molk, one of the foremost academic authorities on LLC law, on the subject of his recent law review article, Protecting LLC Owners While Preserving LLC Flexibility.
Continue Reading The Two Worlds of LLCs: A Conversation With Professor Peter Molk (Part One)