The parol evidence rule blocks the claims of a Nobel laureate based on an alleged oral stock allocation agreement in the shareholder dispute featured in this week’s New York Business Divorce. Don’t miss it!
Continue Reading No Prize for Nobel Laureate in Fight for Bigger Stake in Biotech Company
Corporate Frankenstein “Partnership to Form a Corporation” Lives Another Day
By Franklin C. McRoberts on
Posted in Arbitration and Mediation, Partnerships
Is is a partnership? Or is it a corporation? Can an entity be both at once? Find out in this week’s New York Business Divorce.
Continue Reading Corporate Frankenstein “Partnership to Form a Corporation” Lives Another Day
If LLC Agreement Must Be in Writing, Must it Be Signed?
By Peter A. Mahler on
An appellate ruling last week in a dispute between a putative 50% LLC member and the other party claiming to be the sole member raises the issue whether a written operating agreement, to be enforceable, requires signatures. Read more in this week’s New York Business Divorce. …
Continue Reading If LLC Agreement Must Be in Writing, Must it Be Signed?
Court Grants 50% LLC Member Derivative Right to Defend Action Brought by Other 50% Member’s Solely Owned Company
By Peter A. Mahler on
In a first impression ruling, the Second Circuit U.S. Court of Appeals upheld an LLC member’s derivative right to defend litigation brought against the LLC by one of its other members. Read about it in this week’s New York Business Divorce. …
Continue Reading Court Grants 50% LLC Member Derivative Right to Defend Action Brought by Other 50% Member’s Solely Owned Company
Can LLC Agreement Waive Right to Sue Derivatively? Not in These Two Cases
By Peter A. Mahler on
Derivative actions brought by LLC members take the spotlight for the second week in a row, this time featuring a pair of noteworthy decisions involving Delaware and Nevada LLCs in which the defendants argued that the plaintiff’s right to sue derivatively was waived by the operating agreement. Learn more in this week’s New York Business Divorce. …
Continue Reading Can LLC Agreement Waive Right to Sue Derivatively? Not in These Two Cases
Operating Agreement Dooms Derivative Claims by Deceased LLC Member’s Estate
By Franklin C. McRoberts on
May the executor of a deceased LLC member’s estate sue derivatively on behalf of the LLC? Find out in this week’s New York Business Divorce.
Continue Reading Operating Agreement Dooms Derivative Claims by Deceased LLC Member’s Estate
Shareholder Oppression Requires More Than Denial of Access to Company Information
It’s brother against brother in the case featured in this week’s New York Business Divorce, in which the court dismissed a petition to dissolve a real estate holding company based on alleged withholding of company information. …
Continue Reading Shareholder Oppression Requires More Than Denial of Access to Company Information
New York’s High Court Takes Fresh Approach to Wrongful Dissolution, Sustains Valuation Discounts, Limits Damages in Partnership Case
By Peter A. Mahler on
New York’s highest court last week handed down its long awaited decision in Congel v Malfitano, in which the court tackled a number of highly important issues affecting partnership dissolution and valuation cases. Get the full story in this week’s New York Business Divorce.
Continue Reading New York’s High Court Takes Fresh Approach to Wrongful Dissolution, Sustains Valuation Discounts, Limits Damages in Partnership Case
You Dissented From a Merger. Are You Bound by Your Non-Compete?
This week’s New York Business Divorce examines an interesting appellate ruling from Colorado denying enforcement of a non-compete against a shareholder-employee of a medical practice who dissented from a merger and demanded payment for the fair value of his shares.
Continue Reading You Dissented From a Merger. Are You Bound by Your Non-Compete?
The Cash-Out Merger Solution to the Problem Minority Owner
By Franklin C. McRoberts on
Posted in Expulsion and Removal, Freeze-Out Merger
Are you in business with, or advising a business with, a disruptive minority partner, shareholder, or member? What can you do about it? In this week’s New York Business Divorce we consider one option – the “cash-out” or “freeze-out” merger.
Continue Reading The Cash-Out Merger Solution to the Problem Minority Owner