The interaction between an LLC’s operating agreement and a subsequent, informal deal between the members raises difficult questions surrounding the enforceability of either agreement. In a recently-filed Manhattan Commercial Division case, the Court granted the plaintiff a preliminary injunction, signaling to the parties that the plaintiff was likely to succeed on his claim to enforce the informal deal notwithstanding arguably contrary provisions in the operating agreement. The case reminds us that the formality requirements of an LLC operating agreement may give way to an informal agreement when both LLC members manifest their intent to be bound by the informal agreement.
Continue Reading A Shotgun Buy-Sell Agreement and an Email Deal Walk into a Beachside Bar . . .

Can a shotgun turn into a minefield? The answer is “yes” judging from a recent decision by Manhattan Commercial Division Justice Andrew Borrok finding a defective exercise of provisions in an LLC agreement for a deadlock-triggered shotgun buy-out. Read about it in this week’s New York Business Divorce.
Continue Reading LLC Member Pays the Price For Not Sticking to Deadlock-Breaking Script

The fascinating case of Mintz v Pazer, which was reported over a year ago featuring discussion of a “Quick Draw” buy-sell agreement, makes its second appearance in this week’s New York Business Divorce, this time highlighting a pair of recent decisions by Justice David Schmidt resolving disputes over the timing of appraisals and valuation date.
Continue Reading Case Highlights Importance of Valuation Date in Buy-Sell Agreement

Insurance-funded buy-sell agreements among owners of closely held companies, when done right, provide financial security for the family of a deceased owner and continuity for the surviving owners. When done wrong, well, that’s another story, as illustrated in a case recently decided by Justice Timothy Driscoll highlighted in this week’s New York Business Divorce.
Continue Reading How Not to Create an Insurance-Funded Buy-Sell Agreement

Buy-sell agreements are commonly used to break fundamental deadlock in companies owned by 50/50 shareholders. This week’s New York Business Divorce examines a recent decision by Justice David Schmidt in Mintz v. Pazer in which he enforced an unusual buy-sell agreement that prompted a lawsuit over which side had the right to buy out the other.
Continue Reading Court Enforces “Quick Draw” Buy-Sell Agreement in Suit Between 50/50 Shareholders

An appellate ruling last month in DeMatteo v. DeMatteo Salvage Co. brings to a close the cautionary tale of an 8-year court battle among members of a family-owned business over the enforcement of a poorly designed buy-sell agreement. It’s in this week’s New York Business Divorce.

Continue Reading An Ill-Fated Solution to an Ill-Fated Buy-Sell Agreement

Last week’s rulings by New York’s high court in the closely-watched Centro and Arfa cases resolves much of the uncertainty that has surrounded the ability of controlling owners of closely held companies to bargain for effective releases against fiduciary-based claims of non-disclosure when buying out minority owners. Get the full story in this week’s New York Business Divorce.

Continue Reading New York’s Top Court Resets the Bargaining Table When Controlling Owner of Closely Held Company Buys Out Minority Partner

Many shareholder and operating agreements provide redemption rights at a price stated in an appended certificate of value which is supposed to be updated periodically but often is not. A recent decision by Justice Stephen A. Bucaria addresses potential liability when the certificate of value is not timely updated. Learn more in this week’s New York Business Divorce.

Continue Reading The Stakes Just Went Up for Failing to Update Certificate of Value