The sale of a family-owned business triggers a dissolution petition over the contested disposition of the sale proceeds, leading to a noteworthy decision earlier this month by Justice Richard M. Platkin. Get the story in this week’s New York Business Divorce.
Continue Reading Siblings Battle Over Spoils from Sale of Family-Owned Business

This week’s New York Business Divorce tells the cautionary tale of LLC planning gone amiss at the hands of inexperienced counsel, resulting in the LLC’s dissolution following the death of its sole member.
Continue Reading Trouble Down on the Farm: The Importance of Using Experienced Counsel When Forming an LLC

This week’s New York Business Divorce examines a rare court case at the intersection of business divorce and bankruptcy law, in which the court had to decide whether one of several managing members of an LLC had authority on his own to file a bankruptcy petition on the LLC’s behalf.
Continue Reading Who Gets to Play the Bankruptcy Card Under Your LLC Agreement?

Is a former director and officer entitled to advancement of legal fees incurred in the defense of legal claims asserted against her by the corporation? That was the question decided by VC Glasscock of the Delaware Chancery Court in a case where the corporate charter’s indemnification and advancement provisions were not a model of clarity.
Continue Reading Ambiguous Advancement Provision Favors Former Officer and Director

Last week’s decision by Chancellor Bouchard in Acela v. DiFalco involves a flawed deadlock resolution provision in an LLC agreement that not only failed to resolve deadlock, it was exploited by one side to create deadlock. Learn more in this week’s New York Business Divorce.
Continue Reading Can a Deadlock Resolution Provision Cause Deadlock? This One Did

In this week’s New York Business Divorce, we go step-by-step through a tricky process, confusing to many: the procedures leading up to the commencement of a fair value appraisal proceeding.
Continue Reading How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist

A rudimentary, “de facto” operating agreement with a cryptic withdrawal/buyout provision predictably set the stage for a unique valuation contest in the Delaware case highlighted in this week’s New York Business Divorce.
Continue Reading Half-Baked LLC Agreement Yields Improvised Valuation Decision

There are many hurdles to bringing a business divorce case in federal court based on diversity of citizenship. This week’s New York Business Divorce examines one case in which the would-be federal litigant almost – but not quite – made it through the door of a federal courthouse.
Continue Reading For Want of a Penny: Business Divorce Case Almost Makes it Into Federal Court

The hard-fought business divorce between brothers Nissim and Avraham Kassab makes its fifth appearance in five years with this week’s post highlighting a recent decision by Justice Timothy Dufficy dismissing for the third time Nissim’s effort to dissolve an LLC that owns vacant realty in downtown Jamaica, Queens.
Continue Reading Third Time’s Not a Charm in LLC Dissolution Case