estoppel

Subscribe to estoppel via RSS

LLC members often enter into an operating agreement containing certain formality requirements, then exercise substantially less formality in their dealings. In those cases, the argument that a member waived his or her right to insist upon the formality requirements of the operating agreement is a familiar one. In a recent case, New York County Justice Borrok considers a party’s claim that text messages establish his 9.9% membership interest in an immensely valuable cryptocurrency business, despite admitted non-compliance with the member-admission requirements of the operating agreement. …
Continue Reading Text Messages Trump Formalities in Ownership Dispute Over Cryptocurrency Business

In this week’s New York Business Divorce, read about the history and development of the doctrine of tax estoppel, including two strands of competing case law emanating from a pair of New York State Court of Appeals decisions reaching opposite conclusions about the extent to which one may prove ownership status in a closely-held business based upon estoppel.
Continue Reading The Doctrine of Tax Estoppel in Ownership Status Disputes

The Delaware Chancery Court finally caught up with court decisions in New York and elsewhere, ruling last month in a case involving a bitcoin mining company that Delaware courts lack subject matter jurisdiction to adjudicate petitions to dissolve non-Delaware business entities. Learn more in this week’s New York Business Divorce.
Continue Reading Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities

The case featured in this week’s New York Business Divorce illustrates the havoc that can follow when company owners create inconsistent ownership records for purposes of deceiving government agencies.
Continue Reading Operating Agreement Trumps Falsified Liquor License Application In Dispute Over LLC Membership

A Brooklyn appellate panel last week provided more fodder for the DLOM debate that’s been in the legal news of late, upholding a 0% DLOM in a fair value appraisal of a membership interest in a real estate holding company. It’s featured in this week’s New York Business Divorce.
Continue Reading Appellate Court Upholds 0% Marketability Discount in LLC Fair Value Case

Justice Carolyn Demarest issued a noteworthy decision this month in Camuso v. Brooklyn Portfolio LLC, in which she resolved a three-way dispute over the transfer of a general and limited partnership interest as part of a divorce settlement. Get the full story in this week’s New York Business Divorce.
Continue Reading Divorce Settlement, Tax Returns Trump Partnership Agreement’s Transfer Restrictions