How exclusive is the “exclusive” fair value appraisal remedy of Business Corporation Law § 623? So exclusive, according to the Second Department, that the statute bars a shareholder who consented to an asset sale from suing the other shareholder for making off with the sale proceeds after the closing. Let’s unpack this harsh result in this week’s New York Business Divorce.
Continue Reading Seller Beware: The “Exclusive” Fair Value Appraisal Remedy Really is Exclusive
This week’s New York Business Divorce features an intra-family battle concerning the precise contours of admittance as a “full” member of the family business.
It’s that time of year for our Summer Shorts edition, this year highlighting a trio of decisions involving LLC member disputes.
Continue Reading Summer Shorts: A Trio of Recent Decisions of Interest in LLC Member Disputes
A recent decision from one of our favorites, Albany County Commercial Division Justice Richard M. Platkin, is a reminder to would-be assignees of limited partnership interests that without total compliance with the terms and conditions of the partnership agreement, an attempted assignment conveys only economic rights (i.e., the right to distributions, profits, and losses), but not voting or management rights, even if both sides to the assignment genuinely intended transfer of all ownership rights.
Although not an LLC case, the concept of Marini v Marini Realty LP (2025 NY Slip Op 51138[U] [Sup Ct, Albany County July 2, 2025]), applies equally to LLC members: to become a full-blown equity holder with all attendant rights and privileges, compliance with the governing contract (or if none, the default rules under the Partnership Law and Limited Liability Company Law) is essential. Standard language in such contracts requires unanimity for admission of new equity owners. After all, who wants to take on a new partner without one’s consent? Less than total compliance conveys only economic benefits, not voting or management rights.
Continue Reading Hoping to Take Assignment of an LP or LLC Interest? Best Read the Contract
What must a shareholder show to maintain a derivative action on behalf of a foreign corporation doing business in New York? This week’s post unpacks the Court of Appeals’ emphatic reaffirmation of the internal affairs doctrine.
This week’s post features Part 2 of Peter Mahler’s video interview on a variety of business divorce topics.
Continue Reading On Camera: My Recent Video Interview on, What Else, Business Divorce (Part 2)
This week’s post unpacks a novel estoppel defense that put the brakes on the manager’s right to make a mandatory capital call.
Continue Reading Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call
This week’s post features Part One of a two-part video interview of Peter Mahler on the subject of business divorce.
Continue Reading On Camera: My Recent Video Interview on, What Else, Business Divorce (Part One)
Section 417 of New York’s LLC Law permits the members to eliminate their fiduciary duties, but only in very narrow circumstances. This week’s post shows how the seemingly toothless provision can carry the day.
Continue Reading The Humble LLC Exculpation Clause Wins Big: Member/CEO Escapes $8M Fiduciary Claims
A court order directing a party to file a verified formal accounting is not to be taken lightly, and certainly not to be contradicted by the accounting party, as the unfortunate defendant found out in a post-trial decision issued earlier this month by Commercial Division Justice Jennifer Schecter.