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A Fresh Take on Partnership to LLC Conversions

By Franklin C. McRoberts on August 8, 2022

Posted in Delaware, Dissenting Shareholder Appraisal, Limited Liability Partnerships, Partnerships

In this week’s New York Business Divorce, read about a brand new decision considering the correct interpretation of a rarely-litigated statute: Section 1006 of the Limited Liability Company Law authorizing partnership to LLC conversions. The decision provides transactional lawyers useful guidance to structure such a reorganization to potentially avoid a limited partner’s right to dissent from the transaction and seek fair value in an appraisal proceeding.
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Principles of Fiduciary Deference: The Business Judgment Rule and Exculpatory Clauses

By Franklin C. McRoberts on May 23, 2022

Posted in Derivative Actions, Family-Owned Businesses

In this week’s New York Business Divorce, read about the latest chapter in a long-running litigation saga between the son and daughter of artist Peter Max fighting for control of their family-owned corporation.
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How to Resolve Competing Estate Plans of an LLC Owner with a Double Life

By Franklin C. McRoberts on June 8, 2020

Posted in LLCs, Operating Agreement

Man marries and has a daughter. He executes an operating agreement providing for his wife and daughter to take his LLC interest upon death. But the man has an alleged mistress, who allegedly begets a daughter out of wedlock. The man then executes a will providing for his alleged mistress and out-of-wedlock daughter to take his LLC interest upon death, contrary to the operating agreement. What could go wrong? You can read about this steamy litigation in this week’s New York Business Divorce.
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