Is it a partnership? Is it an LLC? Can it be both? In this week’s New York Business Divorce, read about a novel application of the rules of law governing partnerships and LLCs to the same business entity simultaneously to achieve a solution that would not been possible if strictly applying the laws of one or the other.
What’s the Purpose of Your LLC?
LLCs are like people. They can have the occasional existential crisis. Read about one LLC in search of purpose in this week’s New York Business Divorce.
Is it Time for Courts to Embrace Shareholder Oppression Outside of the Corporate Dissolution Context?
When shareholder oppression is real but dissolution is too much, should courts give majority owners a chance to straighten out before imposing the corporate death penalty?
Corporate Afterlife: Deadlock and Accounting in the Winding-Up Phase
A recent Brooklyn Supreme Court case bring useful insight on three post-dissolution fundamentals: when (and how) a dissolution can be annulled, the court’s supervisory power under BCL 1008, and why, when shareholders are deadlocked as to dissolution procedure, a public sale—not a private deal—is the default endgame.
Continue Reading Corporate Afterlife: Deadlock and Accounting in the Winding-Up Phase
The Pick-Your-Partner Principle
General partnerships are supposed to be the easiest of all business organizations for co-owners to separate. Not in the case featured on this week’s New York Business Divorce, where it took almost ten years for the majority partners of a New York general partnership to secure a court ruling that a formal written notice of withdrawal by one of the partners dissolved the business by operation of law.
But, IS Loss Sharing an “Indispensable Element” of Partnership? Not If You Contract Around It.
Happy 2026 to all!
A new year offers a new opportunity to shed the old and embrace the new. So, it is fitting that we kick off another year on New York Business Divorce with a case that involves a little old and a little new.
First, the old: In the world of partnerships
Hop Farmers Face Membership Forfeiture as a Deadlock Breaker and a Bitter Lesson on Pleading Shortcuts
The Appellate Division, Second Department delivered last week a fascinating case pitting a deadlock-based LLC dissolution petition against an equity forfeiture provision in the parties’ operating agreement. Add to that a bracing reminder that lazy pleadings and procedural missteps in special proceedings can be outcome-determinative, and Ribeiro v Libutti, 2025 NY Slip Op 06865 (2d Dept Dec. 10, 2025), becomes a cautionary tale for business owners and litigators alike.
Second Department Denies Judicial Dissolution of Realty Holding Limited Partnership (and Related Claims), Ending 22-Count Dispute
When an aggrieved party feels his or her back against the wall, there is a strong temptation to assert every claim under the sun against the adversary. Offense is the best defense, so they say. But when the claims don’t stick, litigants may find that more isn’t necessarily more… but it sure can tie up a case for years, particularly in the backlogged Second Department.
Today’s case—Waldorf Invs. L.P. v Waldorf—offers a solid back-to-basics review of the issues that can be litigated when a limited partnership goes south (and the viability of those claims), but at the cost, figuratively and literally, of 8 years of litigation.
Continue Reading Second Department Denies Judicial Dissolution of Realty Holding Limited Partnership (and Related Claims), Ending 22-Count DisputeToo Much Spin on the Numbers: What a Law Firm Breakup Teaches About Valuation Disputes
This week’s post shows that when it comes to business valuations, a little air adds lift—but too much and credibility goes pop.
Demand Futility, Dissolution, and Transfer Restrictions: Spring Blooms Fresh Developments in LLC Litigation
Spring in New York has ushered in a fresh crop of noteworthy decisions on intra-LLC disputes. Headliners include a boost to members’ rights to compel an accounting courtesy of the First Department, a procedural refresher on LLC dissolution and the applicable standard, and a winding dispute over membership bequests in the Surrogate’s Court.