A recent decision by Justice Vito DeStefano in Breidbart v Olshan offers valuable pleading tips and identifies pleading pitfalls for practitioners in crafting complaints in partnership disputes. Learn more in this week’s New York Business Divorce.
Continue Reading Decision Yields Hits and Misses for Plaintiff in Partnership Dissolution Case

In the absence of statutory authorization, a few courts have ordered equitable buy-outs in LLC dissolution cases. This week’s New York Business Divorce examines an important question in such cases: What valuation date should be used? …
Continue Reading Court-Ordered LLC Buy-Outs: What’s the Valuation Date?

The test for dissolution of an LLC includes whether its purpose as defined in the LLC agreement is no longer achievable. This week’s New York Business Divorce looks at cases, including a Delaware Chancery Court decision released days ago, in which courts have looked outside the agreement to determine the LLC’s purpose. …
Continue Reading Finding Purpose Outside the LLC Agreement

Surviving a dismissal motion in LLC dissolution cases can be affected by the form of the suit, i.e., whether brought as a special proceeding or as a plenary action. Find out more, and see how a dismissal motion played out in a recent decision by Manhattan Justice Ellen Coin, in this week’s New York Business Divorce.
Continue Reading Surviving a Motion to Dismiss in LLC Dissolution Cases

The so-called “quick and dirty” business appraisal can serve a number of highly useful purposes in the early stages of a business divorce, as explained in this week’s New York Business Divorce. …
Continue Reading 5 Reasons to Get a “Quick-and-Dirty” Appraisal in Business Divorce Cases

Last week’s decision by a Manhattan appellate panel in Barone v. Sowers reaffirms its holding two years ago in Doyle v. Icon, LLC that a minority member of an LLC cannot solely rely on allegations of oppression by the majority member to survive a pretrial motion for dismissal of a dissolution claim. Learn more in this week’s New York Business Divorce.
Continue Reading Oppression Claims Don’t Cut It in LLC Dissolution Cases

In a prior, reported decision involving Company A, the judge applied a 25% marketability discount. Can that decision be used to support a 25% discount in valuing unrelated Company B? Get the answer in this week’s New York Business Divorce. …
Continue Reading Should Business Appraisers Rely on Case Precedent for Discounts?

Equitable dissolution of LLCs may not sound familiar to business divorce mavens, but that could change after last week’s decision by Vice Chancellor Laster of the Delaware Chancery Court in a case involving the Tom James custom apparel company. Read more in this week’s New York Business Divorce. …
Continue Reading Delaware Chancery Court Endorses Equitable Dissolution of LLC

Can majority members of an LLC withdraw a dissolution claim, over two years into the case, for the purpose of enforcing against a minority member the LLC agreement’s non-compete provision which, by its terms, lapses upon dissolution? Find out in this week’s New York Business Divorce. …
Continue Reading Court Rebuffs Dissolution Withdrawal in Denying Enforcement of Non-Compete