The typical dispute among LLC members over membership interest transfers involves voluntary assignments or testamentary dispositions. This week’s New York Business Divorce looks at a pair of cases involving disputes arising from involuntary transfers of membership interests.
Continue Reading Turmoil Follows Involuntary Transfers of LLC Membership Interests

The Appellate Division, Second Department’s ruling last month in Berhend v. New Windsor Group, LLC illustrates the disastrous results when care is not taken by the assignee of an LLC interest to determine the validity of the assignor’s interest and the existence of transfer restrictions in the LLC’s operating agreement. Get the full story in this week’s New York Business Divorce.
Continue Reading Always Check Provenance Before Taking an Assignment of LLC Interest

A recent decision by Manhattan Commercial Division Justice Anil Singh enforced a minor daughter’s assignment of her LLC membership interest to secure her father’s debt repayment to another member, over the objection that the assignment lacked consideration. Learn more in this week’s New York Business Divorce.
Continue Reading Assignment of LLC Interest Defeats Standing Despite Alleged Lack of Consideration

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.
Continue Reading Operating Agreement’s Two-Step Consent Provision Foils Assignment of LLC Member Interest

Does an LLC subscription agreement, barring transfer of “any interest therein,” bar the later transfer of the acquired membership interest? The answer, recently provided by a Manhattan appellate panel in Gartner v. Cardio Ventures, LLC, is discussed in this week’s New York Business Divorce.
Continue Reading LLC Subscription Agreement No Bar to Transfer of Membership Interest

A recent decision by Manhattan Commercial Division Justice Barbara Kapnick addressed the interplay between anti-assignment provisions in a limited partnership agreement and statutory rights of assignment under New York’s Uniform Limited Partnership Act. Get the full story in this week’s New York Business Divorce.
Continue Reading Do Not Pass Go: Court Rejects Assignment of Limited Partner’s Economic Interest

In Shao v. Li, decided last week by Manhattan Commercial Division Justice Charles Ramos, the court analyzed a claim by one LLC member that his co-members entered into a sham collateral assignment of a membership interest designed to circumvent a right of first refusal. You won’t want to miss it in this week’s New York Business Divorce.
Continue Reading When is Permitted Collateral Assignment of LLC Membership Interest a Prohibited Sale?

This week’s New York Business Divorce, highlighting a recent appellate ruling in Born to Build, LLC v. 1141 Realty, LLC, tells an unusual tale about an ultimately unsuccessful effort to dissolve a limited liability company by someone who claimed to have acquired through judgment enforcement proceedings a debtor’s undocumented membership interest in the LLC.
Continue Reading For Sale: Undocumented LLC Membership Interest. Cheap.