In this week’s New York Business Divorce – the first in a three-part series about the statutory triggers, legal rules, and accounting principles of business valuation proceedings – learn about the routes business owners can take to an appraisal proceeding.
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The statute governing LLC mergers requires a member vote at a meeting to be held on at least 20 days notice. In Slayton v. Highline Stages, LLC, the majority members used written consents in lieu of a meeting to approve a freeze-out merger, which the frozen-out minority member challenged. Did she succeed? Find out in this week’s New York Business Divorce.
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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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A shareholder’s derivative action alleging misappropriation and waste by the controlling shareholders, filed in 2009, was scheduled for trial earlier this month. About three weeks before trial, the controlling shareholders initiated a freeze-out merger for the specific purpose of defeating the suing shareholder’s standing to maintain the action. Did it work? Find out in this week’s New York Business Divorce.
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Is an LLC membership interest forfeited or reduced when a member fails to make a required capital contribution? That was the threshold issue in a decision last week by the Delaware Chancery Court in Grove v. Brown, where the LLC’s financial success in its first year led to acrimony and litigation. Get the answer in this week’s New York Business Divorce.
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Freeze-out mergers are well known in the corporate venue, but did you know they can also be used for limited liability companies, and that they can trigger appraisal rights? This week’s New York Business Divorce examines a decision by Manhattan Commercial Division Justice Charles Ramos in a rare lawsuit prompted by an LLC freeze-out merger.

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