This week’s New York Business Divorce revisits the issue of indeterminate LLC membership interests and the resulting disputes that can arise when not properly addressed in the operating agreement.
Continue Reading The Perils of Indeterminate LLC Membership Interests, Redux
Two owner groups. Seven realty-holding joint ventures. Four different versions of disputed capital call provisions. Manhattan Commercial Division Justice Andrea Masley tackles that and much more in her 132-page opinion in Ashkenazy v. Gindi, featured in this week’s New York Business Divorce.
Continue Reading A Lesson In Drafting Capital Call Provisions
In this week’s New York Business Divorce, read about an unusual business valuation decision in a breach of contract case rendered by a court solely on papers pitting an expert against layperson, with the layperson successfully persuading the Court the entity had no value.
Continue Reading Valuation Decision Finds LLC “Worthless, Worthless, Worthless”
In a recent decision by Justice Andrea Masley, the court dismissed a petition to dissolve a realty holding LLC based on the operating agreement’s broad purpose clause of the any-lawful-business type. Get the full story in this week’s New York Business Divorce.
Continue Reading The Purposeless Purpose Clause Rides Again
Can an LLC member with a put option–the right to sell his interest back to the LLC–exercise that option when doing so will render the LLC insolvent? This week’s New York Business Divorce post highlights a recent decision by Justice Masley of the New York County Commercial Division considering this issue.
Continue Reading Departing LLC Members: Exercise Your Put Option Before Insolvency Approaches
This week’s New York Business Divorce highlights a recent decision by Manhattan Commercial Division Justice Andrea Masley dismissing a petition to dissolve a realty holding corporation brought under the rarely used Section 1104 (c) of the Business Corporation Law for failure to hold board elections.
Continue Reading Dissolve for Failure to Elect a Board? Better Demand an Election First
This week’s New York Business Divorce highlights an interesting decision by Commercial Division Justice Andrea Masley addressing claims that the minority members of an LLC breached the operating agreement’s anti-withdrawal provisions by demanding a buyout and bringing a damages suit against the managing members.
Continue Reading A Case of LLC Withdrawal Symptoms
Under what circumstances, if at all, does resignation of one member of a two-member board of directors eliminate “deadlock” and “internal dissention” as an available grounds for corporate judicial dissolution? In this week’s New York Business Divorce, we consider a recent ruling by Justice Andrea Masley on that important question.
Continue Reading Resignation: Antidote for Internal Dissention and Deadlock?
This 9th annual edition of Summer Shorts presents brief commentary on four decisions of interest in business divorce cases from courts in New York, California, Delaware, and Illinois.
Continue Reading Summer Shorts: LLC Minority Member Oppression and Other Decisions of Interest
If a Schedule K-1 lists you or your client as a “general partner” and 2% owner of a partnership, is that the end of the story for proving ownership status? This week, we consider that question in the context of a long-running litigation between a well-known insurance litigation firm and its former “partner” over his standing to sue to dissolve the business.
Continue Reading The Law Firm “Partner”- A Rose by Any Other Name . . .