The Court of Appeals in Tzolis v. Wolff authorized derivative suits on behalf of LLCs. This week’s New York Business Divorce looks at two post-Tzolis lower court decisions addressing pre-action demand and contemporaneous ownership requirements for such suits.
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Continue Reading Post-Tzolis Rulings Address Demand and Contemporaneous Ownership Requirements for LLC Derivative Actions

When husband and wife hold shares as joint tenants with right of survivorship, can one of them seek corporate dissolution without joining the other? Get the answer in this week’s New York Business Divorce.
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Continue Reading Spouses Holding Shares as Joint Tenants Must Jointly Petition for Corporate Dissolution

It’s the perfect LLC storm: Accusations by the minority member of overreaching and breach of fiduciary duty by the controlling members, no operating agreement, and an LLC statute that affords neither party a judicial means of achieving the separation they each want. Read about it in this week’s New York Business Divorce.
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Continue Reading A Case of Mutual Frustration: Minority Member of LLC Can’t Compel Dissolution, Majority Can’t Compel Buyout

Matter of Youngwall, in which Justice Stephen Bucaria last March dissolved an unprofitable LLC owned by two brothers, makes another appearance in this week’s New York Business Divorce, this time focusing on the court’s recent decision denying a motion for reconsideration.
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Continue Reading Further Thoughts on Youngwall and Judicial Dissolution of the Unprofitable LLC

Two courts, one in Delaware and the other in New York, are asked to enforce operating agreements waiving the right to seek judicial dissolution of an LLC. Only one of them says “yes.” Can you guess which one? Get the answer in this week’s New York Business Divorce.
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Continue Reading WWDD (What Would Delaware Do) With an In Terrorem LLC Dissolution Waiver Clause?

This week’s New York Business Divorce looks at a recent decision by Justice Herman Cahn addressing the fiduciary duties of a controlling shareholder who authorizes and issues additional shares to himself without offering the same opportunity to minority shareholders.
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Continue Reading Controlling Shareholder’s Dilution of Minority Interest Requires Bona Fide Business Purpose

A divided panel of the Appellate Division, First Department last week upheld the removal of an LLC member-manager by majority vote of the members, notwithstanding a provision in the operating agreement requiring all members to vote for the ousted manager in any election. Learn more in this week’s New York Business Divorce.
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Continue Reading Divided Appeals Court Upholds Removal of LLC Member-Manager Contrary to Voting Agreement

New York courts generally will apply a discount for lack of marketability in valuing the shares of closely held corporations in buyout proceedings triggered by judicial dissolution. Whether the discount applies only to goodwill, or to the entire enterprise value, may depend on which court you’re in. Find out more in this week’s New York Business Divorce.
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Continue Reading Courts Differ on Application of Marketability Discount in Stock Valuation Proceedings

The Appellate Division, Third Department, has ruled that an LLC member’s fiduciary duties continue even after the de facto break-up of the company. Read about this important decision in this week’s New York Business Divorce.
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Continue Reading De Facto Dissolution of LLC Does Not Terminate Members’ Fiduciary Duty or Avoid Accounting for Subsequent Profits