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

The purpose clause in an LLC’s operating agreement can be an important factor in judicial dissolution cases, as illustrated in Justice Denise Sher’s recent decision in Vella v. JP&F Realty Holdings, LLC. This week’s New York Business Divorce has the story.
Continue Reading LLC Dissolution Case Tests Limits of Operating Agreement’s Purpose Clause

Justice Kevin Dowd issued a significant decision last month, granting dissolution of an LLC operating a youth baseball camp near the Baseball Hall of Fame in upstate Cooperstown, based on the majority member’s diversion of hospitality business to offsite facilities. It’s in this week’s New York Business Divorce.

Continue Reading Majority Member’s “Egregious Breach” of Operating Agreement Leads to LLC’s Judicial Dissolution

The Appellate Division, Second Department’s breakthrough decision in the 1545 Ocean Avenue case, in which the court redefined the standard for judicial dissolution of LLCs, recently marked its one-year anniversary. This week’s New York Business Divorce looks at several recent trial court decisions by Justices Warshawsky, Strauss and Pines in LLC dissolution cases to see how the new standard has fared.

Continue Reading The Emerging Influence of 1545 Ocean Avenue on Judicial Dissolution of LLCs