amend

Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

By Peter A. Mahler on October 8, 2018

Posted in Capital Call, Expulsion and Removal, Family-Owned Businesses, LLCs, Operating Agreement

It’s back! For the third week in a row, New York Business Divorce examines a decision by Manhattan Commercial Division Justice Saliann Scarpulla in a multi-faceted feud among members of the Yu family, this time requiring the court to balance the fiduciary duty owed by LLC managers against the right to amend the operating agreement without the consent of the affected minority member. …
Continue Reading Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

Judicial Dissolution and the Weaponized LLC

By Peter A. Mahler on September 24, 2018

Posted in Capital Call, Expulsion and Removal, Family-Owned Businesses, Grounds for Dissolution, LLCs, Operating Agreement

This weeks New York Business Divorce examines a recent decision by Justice Saliann Scarpulla, dismissing a complaint seeking judicial dissolution of two family-owned LLCs in which the plaintiff alleged that his siblings’ actions were in furtherance of a “personal vendetta.”…
Continue Reading Judicial Dissolution and the Weaponized LLC

Delaware Ruling Highlights Difference With New York Over Amending LLC Agreements

By Peter A. Mahler on May 22, 2017

Posted in Delaware, LLCs, Operating Agreement

This week’s New York Business Divorce compares two recent New York and Delaware decisions reaching opposite results on the issue of amending LLC agreements without the unanimous consent of the members. You may be surprised to learn which state offers minority members greater protection.
Continue Reading Delaware Ruling Highlights Difference With New York Over Amending LLC Agreements