New Jersey recently became the eighth state to adopt the Revised Uniform Limited Liability Company Act including a new provision authorizing judicial dissolution of LLCs on the ground of oppressive acts by the controllling managers or members and also providing a statutory buy-out remedy, much like the dissolution statutes governing close corporations. For more on the new statute’s background, its provisions, and the surrounding policy debate, read this week’s New York Business Divorce.
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Continue Reading New Jersey Adopts Revised LLC Act Authorizing Dissolution for Minority Oppression

This week’s New York Business Divorce examines a recent decision by Justice Carolyn E. Demarest in Pisane v. Feig, where the court confirmed an arbitration award stemming from a petition for judicial dissolution of several affiliated companies, in which the arbitrator decided which of the two parties was entitled to buy out the other, and at what price.
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Continue Reading Arbitration Award in Stock Buy-Out Dispute Withstands Challenge

In the second of two posts on the recent post-trial decision in Chiu v. Chiu, involving the disputed ownership of a single-asset real estate holding company, this week’s New York Business Divorce focuses on the court’s rejection of a discount for lack of marketability in determining the fair value of the withdrawing member’s 10% interest.
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Continue Reading Court Rejects Marketability Discount in LLC Fair Value Case

This week’s New York Business Divorce revisits the fascinating case of Chiu v. Chiu on the occasion of a post-trial decision by Justice Allan Weiss in this long-running battle between two brothers over the ownership and valuation of a real estate holding company. Don’t miss it!
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Continue Reading Court Recasts Advances as Capital Contributions in Determining LLC Members’ Ownership Percentages

Compared to its Business Corporation Law, New York’s LLC Law provides greater latitude to LLC members when it comes to making management decisions without necessity of holding a formal meeting. A recent Delaware Chancery Court decision construing that state’s similar LLC statute sheds light on the interplay between the statutory default rule and operating agreement provisions that set forth voting procedures without mention of the members’ right to take action without a meeting. It’s in this week’s New York Business Divorce.
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Continue Reading When Can LLC Members Act Without Holding a Meeting?

This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest including two by Justice Timothy Driscoll and another by Justice David Schmidt, featuring disputes over a liquidating receiver’s sale of the dissolved corporation’s real property and the requirements for pleading derivative claims.
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Continue Reading Summer Shorts: Liquidating Receiver’s Authority to Compel Share Redemption and Other Recent Decisions of Interest

“I’ll sell you my shares, but you’ll have to take my job, too.” That’s the upshot of a recent decision by Commercial Division Justice Elizabeth H. Emerson, holding that a right of first refusal in a shareholders’ agreement required any third-party buyer to assume the selling shareholder’s job responsibilities, and on that basis invalidating a minority shareholder’s attempt to sell his shares to his father. Learn more in this week’s New York Business Divorce.
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Continue Reading Court Invalidates Father-Son Stock Transfer Under Right of First Refusal

Derivative claims seeking recovery on behalf of the business entity frequently are brought in liitgation among the business’s co-owners. Often they are combined with direct claims seeking individual redress. A decision last week by a Manhattan appellate panel in Yudell v. Gilbert, featuring a signed opinion by Justice Karla Moskowitz, adopts Delaware’s approach to distinguish direct from derivative claims, which is crucial in determining whether the plaintiff must satisfy the requirement of pre-suit demand upon the entity’s controlling body. This week’s New York Business Divorce has the story.
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Continue Reading Appellate Decision in Partnership Dispute Clarifies Distinction Between Direct and Derivative Claims

No one does “fair value” like the Delaware Court of Chancery. This week’s New York Business Divorce highlights three recent share appraisal decisions by that court, whose penetrating legal analysis of valuation issues leads the way for courts across the country.
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Continue Reading Recent Fair Value Cases in the Delaware Chancery Court

This week’s New York Business Divorce features an interesting decision by Justice Stephen Bucaria addressing the attorney-client privilege concerning company counsel in a dispute between membership factions of an LLC. Don’t miss it.
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Continue Reading Obtaining Discovery of the Company Lawyer in Business Divorce Cases: Privileged or Not?