Decisions in lawsuits brought by minority members challenging LLC mergers are rare finds. This week’s New York Business Divorce highlights a recent decision in just such a case by Manhattan Commercial Division Justice Melvin Schweitzer, in which he denied a motion to dismiss an action seeking to set aside a merger involving a realty management company organized as a three-member LLC. You won’t want to miss it.
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Section 62 of the New York Partnership Law recognizes a partner’s right unilaterally to dissolve a partnership unless the partnership agreement has a “definite term” or a “particular undertaking is specified.” Last month, in Gelman v. Buehler, the New York Court of Appeals construed these terms for the first time in the almost 100 years since they’ve been on the books. Read all about it in this week’s New York Business Divorce.
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The New York Court of Appeals heard oral argument this month of an appeal from the Appellate Division, First Department’s split decision in Pappas v. Tzolis pitting fiduciary duty against contractual waiver in the context of an intra-member buy-out of LLC membership interests. This week’s New York Business Divorce provides highlights of the oral argument and links to the argument’s webcast, the parties’ briefs, and other background materials.
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