good faith

Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

By Peter A. Mahler on October 8, 2018

Posted in Capital Call, Expulsion and Removal, Family-Owned Businesses, LLCs, Operating Agreement

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. …
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Good Faith Trumps Sole Discretion in LLC Agreement’s Repurchase Provision

By Peter A. Mahler on August 15, 2016

Posted in Buyout, LLCs, Operating Agreement, Valuation

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. …
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A Boost for Books-and-Records Proceedings

By Peter A. Mahler on September 15, 2014

Posted in Access to Books and Records, Derivative Actions

A decision last week by a Manhattan appellate panel eases the way for books-and-records proceedings brought by shareholders seeking corporation records evidencing misconduct by officers and directors. Find out more in this week’s New York Business Divorce.
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What Does Chancellor Strine’s Auriga Capital Decision Teach Us About Fiduciary Duties of New York LLC Managers? (Part Two)

By Peter A. Mahler on February 13, 2012

Posted in LLCs

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.
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