In this week’s business divorce follies, an imprecisely-drafted notice of default and cure letter leads to a stunning defeat for a group of limited partners who tried to remove a limited partner “for cause” under the partnership agreement.
This week’s New York Business Divorce features the highly anticipated ruling by the New York Court of Appeals, in a 4-3 decision in Behler v Tao, affirming dismissal of a complaint seeking to enforce an oral “exit opportunity agreement” involving a Delaware LLC.
Continue Reading New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC Agreement
A recent case from New York County caps a decade-long litigation saga and offers helpful guidance on when the business judgment rule applies to pocket-to-pocket transactions with common ownership on both sides.
Continue Reading Affiliated Entities, Conflicting Duties, and the Business Judgment Rule
This week in New York Business Divorce, read about what appears to be the first New York appeals court decision to enforce a waiver-of-dissolution provision in an LLC operating agreement, a departure from prevailing appellate case law holding broad anti-dissolution provisions void as against public policy.
Continue Reading New Year, New Law – New Opacity – for LLC Owner Disputes
The irony of litigation over buy-sell agreements is that such agreements are specifically intended to avoid litigation when owners die or become disabled or otherwise seek to exit the firm. Take, for example, last week’s Appellate Division ruling, reversing the lower court’s decision dismissing a claim to enforce an operating agreement’s buy-sell provision. Better yet, read about it in this week’s New York Business Divorce.
Continue Reading The Little Buy-Sell That Could
This week’s New York Business Divorce post examines a recent appellate court decision in which the Third Department searches the record to find deadlocked 50/50 members unable to carry on a realty LLC’s business, warranting dissolution.
Continue Reading Help Comes From an Unexpected Place in LLC Deadlock Dissolution: The Third Department
This week’s New York Business Divorce focuses on the legal hurdles litigants and their counsel must overcome to discover an opponent or non-party’s confidential tax records and information.
The key question in shareholder oppression claims is often whether the complaining shareholder’s expectations were reasonable under the circumstances. A recent decision from Albany County and a recently published article highlight two sides of a debate about how “contractual” the reasonable expectations inquiry should be.
Continue Reading Can a Shareholder Be Oppressed After Ceding Control? Oppression, Reasonable Expectations, and Contractual Formalism
This week’s New York Business Divorce proudly presents its 17th annual survey of the past year’s Top 10 business divorce cases featured on this blog.
Continue Reading Top 10 Business Divorce Cases of 2024
Imagine litigating a case for nearly eight years to an eight figure money judgment, only to lose on appeal for lack of standing. It happened in our final New York Business Divorce story of 2024.
Continue Reading Check Your Footing: $36 Million Money Judgment Eviscerated in Brutal Appellate Standing Loss