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New York Business Divorce

Commentary on Dissolution and Other Disputes Among Co-Owners of Closely Held Business Entities

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Is a Schedule K-1 By Itself Enough to Prove LLC Membership?

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By Peter Mahler on November 19, 2018
Posted in LLCs, Standing

This week’s New York Business Divorce jumps back into the fray of undocumented interests in LLCs with no written operating agreement, focusing on a recent court decision that found in favor of the plaintiff’s claim of membership based solely on the LLC’s tax return.…
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Delaware Contractarian Principles Prevail in Appeal Over Deceased Ace Hotel Founder’s LLC Interest

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By Franklin C. McRoberts on December 26, 2017
Posted in Buyout, Delaware, LLCs, Operating Agreement

It’s better to burn out than to fade away. But what happens when death converts an LLC interest from full membership rights to mere assignee status? Read on in this week’s New York Business Divorce.…
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Can the Bare Naked Assignee Demand Access to LLC Records?

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By Peter Mahler on November 20, 2017
Posted in Access to Books and Records, Derivative Actions, LLCs, Standing

Professor Daniel Kleinberger’s article, The Plight of the Bare Naked Assignee, is the springboard for this week’s post about whether assignees of an LLC membership interest should have a right inspect LLC records. It’s in this week’s New York Business Divorce.…
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Operating Agreement’s Two-Step Consent Provision Foils Assignment of LLC Member Interest

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By Peter Mahler on August 1, 2016
Posted in Access to Books and Records, Accountants/Experts, Operating Agreement, Standing

Justice Saliann Scarpulla’s recent decision in MFB Realty LLC v Eichner highlights statutory and contractual restrictions surrounding the scope of the rights transferred when LLC interests are assigned. Learn more in this week’s New York Business Divorce.…
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Understanding Standing in Corporate Dissolution Cases

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By Peter Mahler on October 6, 2014
Posted in Standing

This week’s New York Business Divorce offers a primer on the fundamental issue of standing to seek judicial dissolution of a closely held business corporation, featuring a review of the statutory criteria and related case law. …
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Death of an LLC Member

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By Peter Mahler on August 11, 2014
Posted in Derivative Actions, Family-Owned Businesses, LLCs, Operating Agreement

In a noteworthy decision last month, Justice Orin Kitzes ruled that the executor of a deceased LLC member’s estate lacked standing to assert derivative claims against the LLC’s managers. Find out why, in this week’s New York Business Divorce. …
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