In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.
Continue Reading Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?

In Goldstein v Pikus, decided last month by Justice Charles Ramos, the court dismissed a dissolution petition alleging deadlock, brought by one of two co-managing members of an LLC that owns a residential apartment building. Find out why in this week’s New York Business Divorce.
Continue Reading Deadlock Hits Dead End in LLC Dissolution Case

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

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

The Appellate Division’s landmark ruling in the 1545 Ocean Avenue case sharply demarcated the different statutes and different grounds available for judicial dissolution of LLCs and closely held corporations. So why, in a recent trial court decision, did the court grant judicial dissolution of an LLC under both the LLC Law and the Business Corporation Law? This week’s New York Business Divorce explains.
Continue Reading Did Anyone Tell the Judge the Business Corporation Law Doesn’t Apply to LLC Dissolution?

Rules of procedure can be a minefield for any litigation, including judicial dissolution proceedings. This week’s New York Business Divorce features a compilation of 10 of the most common procedural mistakes in business divorce cases.
Continue Reading 10 Ways to Screw Up Your Business Divorce Case

This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest by Justices Orin Kitzes, Stephen Bucaria and Ellen Coin featuring involving exclusion of a minority LLC member seeking dissolution, a request for injunctive relief pending the trial of a corporate dissolution case, and a cmplaint seeking profit share following the revocation of an LLC membership purchase agreement.
Continue Reading Summer Shorts: The Excluded LLC Member and Other Decisions of Interest