derivative claim

Fee Sharing in LLC Derivative Suits: A Common Law Right and a One Way Street

By Peter J. Sluka on December 7, 2020

Posted in Attorney's Fees, Derivative Actions, LLCs

In the wild west of LLC derivative lawsuits, the First Department’s recent decision in Bd. of Managers of 28 Cliff St. Condominium v Maguire, 2020 NY Slip Op 06844 [1st Dept Nov. 19, 2020] offers—albeit indirectly—an additional foothold for a successful plaintiff to assert his right to recover his fees from an award in favor of the LLC.
Continue Reading Fee Sharing in LLC Derivative Suits: A Common Law Right and a One Way Street

Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?

By Franklin C. McRoberts on May 11, 2020

Posted in Deadlock, Derivative Actions, Dissolution Basics, LLCs, Standing

In this week’s New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution claims in light of the coronavirus pandemic and its catastrophic economic impact on New York closely-held businesses.
Continue Reading Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?

Operating Agreement Defeats Statutory Buyout Rights Upon LLC Member’s Withdrawal

By Peter A. Mahler on December 11, 2017

Posted in Buyout, Derivative Actions, LLCs, Operating Agreement, Standing

The Appellate Division, Second Department last week decided a trio of appeals in related cases concerning the consequences of an LLC member’s withdrawal, holding that the member was not entitled to a fair-value buyout and that upon withdrawal he lost standing to maintain derivative claims. Read all about it in this week’s New York Business Divorce. …
Continue Reading Operating Agreement Defeats Statutory Buyout Rights Upon LLC Member’s Withdrawal

Zelouf (Part One): Marketability Discount Rejected in Fair Value Proceeding

By Peter A. Mahler on October 13, 2014

Posted in Dissenting Shareholder Appraisal, Family-Owned Businesses, Freeze-Out Merger, Valuation, Valuation Discounts

This week’s New York Business Divorce presents the first of a two-part examination of Justice Shirley Kornreich’s must-read decision in Zelouf International v. Zelouf, a dissenting shareholder appraisal proceeding in which the court rejected application of a marketability discount. …
Continue Reading Zelouf (Part One): Marketability Discount Rejected in Fair Value Proceeding