Peter A. Mahler’s litigation practice concentrates on corporate dissolution proceedings, contested stock valuations, derivative actions and other disputes among co-owners of closely held business entities, including limited liability companies, partnerships and business corporations. Read More
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Matter of Bernfeld, decided last week by a Brooklyn appellate panel in a signed opinion authored by Justice John Leventhal, offers a rare and fascinating encounter with an ultimately unsuccessful attempt to obtain judicial dissolution of a professional corporation under Section 1103 of the Business Corporation Law, brought by the widow of the deceased majority shareholder. If you are, or have a client who is, a co-owner of a professional corporation, do yourself a favor and read this week’s New York Business Divorce.
Continue Reading Case Illustrates How Not to Plan for the Death of a Shareholder in a Professional Corporation
What do three recent decisions by the Wisconsin Supreme Court, the Appellate Division in Albany, and Nassau County Justice Ira Warshawsky have in common? They all involve disputes over poorly designed buyout agreements that fail to define critical terms. It’s in this week’s New York Business Divorce.
Continue Reading Failure to Define Terms in Buyout Agreements Leads to Litigation Woes
The case of Pappas v. Corfian makes a return appearance in this week’s New York Business Divorce on the occasion of an action-packed decision last month by Brooklyn Supreme Court Justice Jack Battaglia granting a petition for dissolution based on shareholder oppression. You won’t want to miss it.
Continue Reading Final Round of Corfian Case Features Diverse Dissolution Issues
It’s hard to imagine a more challenging fact pattern and set of legal issues for a law school exam than the one presented in real life in the recently decided case, Pappas v. Tzolis, involving a buyout among LLC members followed by the purchasing member’s sale of the LLC’s asset to an outside buyer for a price far in excess of the buyout, followed by a lawsuit by the former members claiming they were bamboozled by the buying member. Read all about it in this week’s New York Business Divorce.
Continue Reading Does Operating Agreement’s Clause Permitting Competitive Activities Eliminate Member’s Fiduciary Duty to Disclose Negotiations to Sell LLC’s Assets Before Buying Out Co-Members?
Can a court order the expulsion of an LLC member for misconduct absent language in the operating agreement so providing? Get the answer in this week’s New York Business Divorce highlighting a recent decision by the Appellate Division, Second Department, posing the issue in the context of a bitter dispute between two brothers.
Continue Reading Tzolis No Solace for Proponent of LLC Member Expulsion
On January 26th, in a case called Matter of 1545 Ocean Avenue, LLC, the Appellate Division, Second Department, became the first New York appellate court since the LLC Law’s enactment in 1994 to articulate a standard for judicial dissolution of limited liability companies. Read about Justice Leonard Austin’s scholarly opinion for the court, from which two justices dissented in part, in this week’s New York Business Divorce.
Continue Reading It Only Took 16 Years: New York Appellate Court Defines Standard for Judicial Dissolution of Limited Liability Companies
Law Professor, prolific author and ABA Top-100 blogger Larry Ribstein is a superstar in the world of LLCs and other unincorporated business entities. This week’s New York Business Divorce presents an interview with Professor Ribstein on the subject of his new book, The Rise of the Uncorporation, which is must reading for anyone interested in this area of the law.
Continue Reading Interview with Law Professor Larry Ribstein on his New Book, “The Rise of the Uncorporation”
Shareholder and operating agreements typically contain provisions restricting the right to transfer stock or membership interests. A recent decision by Justice Ira Warshawsky in Verderber v. Commander Enterprises Centereach, LLC, in which he refused to grant a preliminary injunction enforcing a transfer restriction, prompts this week’s New York Business Divorce to examine the ancient rule against unreasonable restraints on alienation.
Continue Reading Beware Unreasonable Restraints on Alienation When Drafting Shareholder and Operating Agreements
In the aftermath of last year’s Court of Appeals decision in Tzolis v. Wolff, giving LLC members a common law right to bring derivative actions, the Appellate Division, First Department, recently faced the question: Does Tzolis mandate recognition of an LLC member’s common law right to compel an equitable accounting of the LLC’s business affairs? See how the court answered in this week’s New York Business Divorce.
Continue Reading Court Adds Accounting Remedy to LLC Members’ Arsenal