Few recent cases in the business divorce field are as important as last week’s appellate affirmance in the Shapiro case, allowing majority LLC members to adopt an operating agreement that binds non-signatory minority members. Get the story in this week’s New York Business Divorce.
Continue Reading Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again

Do unit holders in condominiums, organized as unincorporated associations, have the right to inspect books and records maintained by the condo’s board of managers? Find out in this week’s New York Business Divorce which highlights a number of recent court decisions on the subject.
Continue Reading Courts Expand Books and Records Access for Condo Owners

In a decision of apparent first impression in New York, an appellate panel last week upheld the common-law right of a shareholder to inspect the books and records of the corporation’s wholly-owned subsidiary. Get the full story in this week’s New York Business Divorce.
Continue Reading Ruling Upholds Shareholder’s Right to Inspect Subsidiary’s Books and Records

shortsTraditions are good. This blog has two annual traditions. First, at the end of each year I write a post listing the year’s top ten business divorce decisions. Second, each August I offer readers who are (or ought to be) on summer vacation some light reading in the form of three, relatively short case summaries.

So here we are in what’s been a particularly felicitous August weather-wise (at least here in the Northeast U.S.), with another edition of Summer Shorts. This edition’s summaries feature two out-of-state cases — one from Florida involving expulsion of an LLC member and one from Delaware involving the valuation upon redemption of an LLC member’s interest — and a New York appellate court decision involving the removal of a limited partnership’s general partner.

The Anti-Chiu: Florida Court Upholds LLC Member’s Expulsion

Froonjian v Ultimate Combatant, LLC, No. 4D14-662 [Fla. Dist. Ct. App. May 27, 2015].  The Florida intermediate appellate court’s ruling in Froonjian makes for a fascinating contrast with New York case law represented most prominently by the Second Department’s 2010 decision in Chiu v Chiu holding that, absent express authorization in the LLC’s operating agreement, a member’s involuntary expulsion is not permitted. Going 180° in the other direction, the Froonjian court upheld the majority members’ expulsion of a minority member from a Florida LLC that had no operating agreement, reasoning that the Florida default statute vesting all decision-making authority in the members acting by majority vote encompasses the authority to expel a member.
Continue Reading Summer Shorts: Member Expulsion and Other Recent Decisions of Interest

Last week’s decision by a Manhattan appellate panel in Barone v. Sowers reaffirms its holding two years ago in Doyle v. Icon, LLC that a minority member of an LLC cannot solely rely on allegations of oppression by the majority member to survive a pretrial motion for dismissal of a dissolution claim. Learn more in this week’s New York Business Divorce.
Continue Reading Oppression Claims Don’t Cut It in LLC Dissolution Cases

In the face of Second Department case law rejecting subject-matter jurisdiction over statutory dissolution claims involving foreign business entities, the plaintiffs in Bonavita v Savenergy, Inc. argued to Justice Timothy Driscoll that he nonetheless could hear a claim for common-law dissolution of a Delaware corporation. Did they succeed? Find out in this week’s New York Business Divorce.
Continue Reading Court Declines Jurisdiction Over Claim for Common-Law Dissolution of Delaware Corporation

Does an LLC subscription agreement, barring transfer of “any interest therein,” bar the later transfer of the acquired membership interest? The answer, recently provided by a Manhattan appellate panel in Gartner v. Cardio Ventures, LLC, is discussed in this week’s New York Business Divorce.
Continue Reading LLC Subscription Agreement No Bar to Transfer of Membership Interest

A Manhattan appellate panel’s ruling last month provides a cautionary lesson about the need to anticipate and address tax issues, including potential taxes on phantom income, when negotiating buyout settlements involving shares in passthrough entities. You’ll find it in this week’s New York Business Divorce.
Continue Reading Negotiating a Buyout? Don’t Overlook Taxes on Phantom Income