It’s back! For the third week in a row, New York Business Divorce examines a decision by Manhattan Commercial Division Justice Saliann Scarpulla in a multi-faceted feud among members of the Yu family, this time requiring the court to balance the fiduciary duty owed by LLC managers against the right to amend the operating agreement without the consent of the affected minority member.
Continue Reading Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?
Stock Pledge Agreement Defeats Minority Shareholder’s Standing to Sue for Statutory But Not Common-Law Dissolution
In a follow-up to last week’s New York Business Divorce, this week’s post addresses a second decision by Justice Saliann Scarpulla in the Yu family constellation of ilitigations, this time considering the fatal effects on standing to sue for statutory dissolution by assigning one’s stock voting rights.
Continue Reading Stock Pledge Agreement Defeats Minority Shareholder’s Standing to Sue for Statutory But Not Common-Law Dissolution
Judicial Dissolution and the Weaponized LLC
This weeks New York Business Divorce examines a recent decision by Justice Saliann Scarpulla, dismissing a complaint seeking judicial dissolution of two family-owned LLCs in which the plaintiff alleged that his siblings’ actions were in furtherance of a “personal vendetta.”…
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Repeat After Me: You May Not Expel a Member of a New York LLC Unless the Operating Agreement Says So
By Peter A. Mahler on
Posted in Expulsion and Removal, LLCs
If you’re an LLC member or member’s lawyer thinking about expelling a misbehaving co-member, but without authorization to do so in the operating agreement, read this post and think again.
Continue Reading Repeat After Me: You May Not Expel a Member of a New York LLC Unless the Operating Agreement Says So
Past is Prologue: Refusal to Adopt Dividend Policy After Petitioner Resigns Not Ground for Dissolution
Merit-based bonuses protected by the business judgment rule, or de facto dividends? That was the central question on which depended the outcome of a common-law dissolution claim in a case decided last month by a New York appellate panel involving a family-owned business. Learn more in this week’s New York Business Divorce.
Continue Reading Past is Prologue: Refusal to Adopt Dividend Policy After Petitioner Resigns Not Ground for Dissolution
Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 3
Read about the accounting principles, methodologies, and standards that apply in business valuation proceedings in this week’s New York Business Divorce – the final installment of a three-part series.
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Gymnastics Business Falls Off the Beam in LLC Dissolution Case
By Peter A. Mahler on
A rare post-trial decision granting a minority member’s petition for judicial dissolution of an LLC with no operating agreement takes the spotlight in this week’s New York Business Divorce.
Continue Reading Gymnastics Business Falls Off the Beam in LLC Dissolution Case
LLC Dissolution Statutes Under the Microscope: Podcast Interview with Professor Douglas Moll
By Peter A. Mahler on
This week’s New York Business Divorce highlights and links to a Business Divorce Roundtable podcast interview with Professor Douglas Moll, one of the country’s leading authorities on closely held business entities, in which he discusses the findings from his nationwide survey of LLC judicial dissolution statutes.
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Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest
This 8th annual edition of Summer Shorts presents brief commentary on three decisions of interest in business divorce cases, including an appraisal contest involving a law firm partnership interest; a dispute whether a shareholder agreement was merely a profit-sharing agreement; and a challenge to federal court jurisdiction over a statutory dissolution claim. …
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Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 2
By Franklin C. McRoberts on
In this week’s New York Business Divorce – the second in a three-part series – learn about the legal rules and principles governing partnership, corporation, and limited liability company appraisal proceedings.
Continue Reading Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 2