Entering its fifth year of litigation featuring two rulings by the Appellate Division in 2017 and last week, the case of Rubin v Baumann is another example of LLCs that suffer from inadequate operating agreements. Learn more in this week’s New York Business Divorce. …
Continue Reading Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC

In its ruling last week in Carr v Global Payments Inc., the Delaware Court of Chancery had to decide whether to reverse its prior order requiring advancement of a former corporate officer’s litigation expenses after the company subsequently amended its complaint in the underlying suit for the precise purpose of avoiding advancement. Find out what happened in this week’s New York Business Divorce.
Continue Reading Advance! Amend! Retreat!

Business divorce litigants ask all the time, “Can the company pay my legal fees?” In this week’s New York Business Divorce, the first in a two-part series, we take a look at ways in which closely-held business owners and managers may defend themselves with funds advanced or indemnified by the business.
Continue Reading Can the Company Pay My Legal Fees?

Is an LLC a nominal party in dissolution proceedings such that its citizenship can be ignored for purposes of securing diversity jurisdiction in federal court? Get the answer in this week’s New York Business Divorce.
Continue Reading LLCs as Nominal Parties in Dissolution Cases: An Uncertain Portal to Federal Court Jurisdiction

What do you get when you combine LLC membership interests determined by variable capital accounts with an off-the-shelf form operating agreement? Litigation, of course! Get the story in this week’s New York Business Divorce.
Continue Reading The Perils of Indeterminate LLC Membership Interests

Should the fair value award in a judicial dissolution proceeding, following the respondent’s election to purchase and an appraisal proceeding, be reduced by post-valuation date shareholder distributions? Find out in this week’s New York Business Divorce.
Continue Reading Post-Valuation Date Distributions: Should They Be Credited Against Fair Value Awards?

Law firms see more than their fair share of business divorce litigation. But what are the chances of lightning striking twice? In this week’s New York Business Divorce, read about a fascinating, post-trial decision in which an upstate law firm endured a bitter partnership breakup for the second time in a decade, with the same partner taking the opposite position in each lawsuit.
Continue Reading Lawyer Says, “I’m Not a Partner, No Wait, I am a Partner!” Which is It?

This week’s New York Business Divorce travels to South Dakota whose Supreme Court recently issued a noteworthy decision denying judicial dissolution of a single-asset realty holding LLC that primarily operated a bar and camping facility for only 10 days each year during the Sturgis Motorcycle Rally.
Continue Reading Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare

This week’s New York Business Divorce features my latest interview on the Business Divorce Roundtable podcast with Steve Robinson, a Texas lawyer and blogger who employs his experience as a corporate/transactional lawyer to help clients resolve business divorce matters. …
Continue Reading A Transactional Lawyer’s Approach to Resolving Business Divorce: Podcast Interview with Steve Robinson