It’s back! For the third week in a row, New York Business Divorce examines a decision by Manhattan Commercial Division Justice Saliann Scarpulla in a multi-faceted feud among members of the Yu family, this time requiring the court to balance the fiduciary duty owed by LLC managers against the right to amend the operating agreement without the consent of the affected minority member.
Continue Reading Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

Manhattan Commercial Division Justice Anil Singh’s recent decision in Saleeby v Remco Maintenance teaches some valuable lessons about how not to draft stock or membership interest redemption provisions in executive employment agreements. It’s in this week’s New York Business Divorce.
Continue Reading Good Faith Trumps Sole Discretion in LLC Agreement’s Repurchase Provision

Last week’s New York Business Divorce looked at Auriga Capital v. Gatz in which Chancellor Leo Strine of the Delaware Chancery Court undertook a comprehensive analysis of LLC manager fiduciary duties under Delaware law. This week’s post takes a comparative look at New York LLC manager duties.

Continue Reading What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part Two)