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A very interesting decision earlier this month by Justice Eileen Bransten in Doppelt v. Smith addressed whether a minority limited partner’s right to seek judicial dissolution was preempted by the partnership agreement’s provision authorizing dissolution upon the consent of a majority of the limited partnership interests. Read more in this week’s New York Business Divorce. …
Continue Reading Court Enforces Waiver of Limited Partner’s Right to Seek Judicial Dissolution — Or Did It?

A Manhattan appellate panel recently ordered a trial in a suit between the estate of a deceased law firm partner and the surviving partner over whether the latter’s post-death admission of a new partner was part of an alleged “sham” transaction designed to defeat the estate’s entitlement to receive half the firm’s assets upon dissolution and liquidation. You won’t want to miss it in this week’s New York Business Divorce.
Continue Reading Court in Law Firm Dissolution Suit Must Decide, Was Partnership a “Sham”?

Kensington Publishing Corp., known for its bodice-ripper romance novels, is the subject of a somewhat drier but — for business divorce practitioners — no less intriguing court decision earlier this month by Justice Eileen Bransten in a control dispute between family members over a voting agreement. Catch it in this week’s New York Business Divorce.
Continue Reading Voting Agreement Triggers Fight for Control of Family-Owned Publishing House

Shareholder and LLC agreements, like other contracts, frequently contain terms accompanied by the proviso, “notwithstanding anything to the contrary in this Agreement,” signaling that the term trumps all others. Read this week’s New York Business Divorce to learn about a recent First Department appellate ruling in Schepisi v. Roberts highlighting the mischief that can result from multiple, ” dueling” notwithstanding clauses.
Continue Reading LLC Agreement Falters from Dueling “Notwithstanding” Clauses

Equitable remedy trumps pick-your-partner, is one way to describe the outcome in Garber v. Stevens, decided last month by Justice Eileen Bransten, who granted a motion by limited partners to remove the wrongdoing general partners of a real estate limited partnership and replace them with an LLC wholly owned by the limited partners. Read more about this unusual case in this week’s New York Business Divorce.
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Continue Reading The Court’s Equitable Power to Remove and Replace a Limited Partnership’s General Partner

The Court of Appeals in Tzolis v. Wolff authorized derivative suits on behalf of LLCs. This week’s New York Business Divorce looks at two post-Tzolis lower court decisions addressing pre-action demand and contemporaneous ownership requirements for such suits.
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Continue Reading Post-Tzolis Rulings Address Demand and Contemporaneous Ownership Requirements for LLC Derivative Actions