In less than a decade the LLC “equitable buyout” doctrine went from non-existent to settled law in New York. How did it happen? What happens next? Read on in this week’s New York Business Divorce.
Continue Reading The LLC Equitable Buyout: Past, Present, Future

The implied covenant of good faith and fair dealing continues to sow confusion as to its utility and application in disputes among business co-owners, in which often it is misconceived as a quasi-fiduciary claim invoking the court’s equity powers to right any wrong, when in fact it is a narrow, contract-based doctrine. A recent Delaware Chancery Court decision provides a highly useful guide, as explained in this week’s New York Business Divorce.
Continue Reading Will Someone Please Re-Name the Implied Covenant of Good Faith and Fair Dealing?

Remember the “purposeless purpose clause” that featured prominently in last summer’s appellate ruling in the LLC dissolution case, Mace v Tunick? On remand, following a trial, Justice Alan Scheinkman once again dismissed the case. Find out why in this week’s New York Business Divorce.
Continue Reading The Purposeless Purpose Clause Makes a Comeback — Or Does It?

This week’s New York Business Divorce previews and links to the latest podcast episode of the Business Divorce Roundtable featuring an interview with business appraiser Chris Mercer in which he shares ten “confessions” about his experience testifying as an expert witness in business valuation cases.
Continue Reading Confessions of a Business Appraiser: A Conversation with Chris Mercer

Is there a meaningful difference between the deadlock standard for judicial dissolution under the Partnership Law and the Business Corporation Law? Perhaps. Read on in this week’s New York Business Divorce.
Continue Reading Rare Partnership Dissolution Decision Applies Deadlock Standard to Dissolution Under Partnership Law

If you’re a business appraisal aficionado, you won’t want to miss this week’s New York Business Divorce featuring two recent decisions by the Delaware Chancery Court involving fair value and insolvency determinations.
Continue Reading Delaware Chancery Court Rulings Address Valuation and Insolvency Disputes

This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five recent decisions in business divorce cases involving LLC dissolution, cash-out merger, LLC member expulsion, and more. …
Continue Reading Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest

It’s better to burn out than to fade away. But what happens when death converts an LLC interest from full membership rights to mere assignee status? Read on in this week’s New York Business Divorce.
Continue Reading Delaware Contractarian Principles Prevail in Appeal Over Deceased Ace Hotel Founder’s LLC Interest

Should courts apply a marketability discount in determining the fair value of interests in realty holding companies? In downstate New York, the answer may vary depending on whether the court lies within the First or Second Departments of the Appellate Division. This week’s New York Business Divorce has the story. …
Continue Reading A River’s Divide: Time for the Manhattan and Brooklyn Appellate Courts to Agree on Marketability Discount in Fair Value Proceedings