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)

The restaurant business is tough enough without squabbling between co-owners. This week’s New York Business Divorce examines a recent case in which LLC members had a falling out over the ownership of a restaurant’s trademark and other disputes. …
Continue Reading Court Takes Ambiguity Off the Menu of Restaurant’s LLC Agreement

New York law imposes some strict limits on the ability of closely-held business owners and fiduciaries to recover advancement and indemnification of their legal fees from the entity in defense of derivative actions and other business divorce disputes. When advancement rights are abused, there are ways for minority owners to fight back. Read on in this week’s New York Business Divorce.
Continue Reading Can the Company Pay My Legal Fees? – Part Two

Last week, the Appellate Division affirmed an order dismissing an unusual LLC dissolution petition based on the death of one of its members — 11 years earlier. Get the full story in this week’s New York Business Divorce.
Continue Reading LLC Survives Member’s Death. Dissolution Petition Doesn’t.