A recent case from New York County caps a decade-long litigation saga and offers helpful guidance on when the business judgment rule applies to pocket-to-pocket transactions with common ownership on both sides.
Continue Reading Affiliated Entities, Conflicting Duties, and the Business Judgment Rule
This week’s New York Business Divorce post concerns the impact that estoppel can play in determining the all-important question of, “Am I a member of the LLC?”
Continue Reading To be or Not to Be (a Member). That is the Question… That Estoppel Can Help Answer.
The interplay between the default rules of the LLC law and the members’ agreement sometimes gets complicated. In a duo of recent decisions from Justice Cohen, that interplay took center-stage when a majority of members invoked the default rules in an attempt to oust the managing member from authority.
Continue Reading A Two-Act Play of LLC Default Rules and Manager Removal
In this week’s New York Business Divorce, we tackle one of the most spectacular and well-publicized business falling-outs of modern times: Michael D. Cohen’s departure from the Trump Organization LLC, his resulting criminal conviction, and his cooperation with the Federal Government’s various investigations into activities surrounding former President Trump J. Trump. As an alleged former officer of the Trump Organization, Cohen sued the company for indemnification under its operating agreement for millions of dollars in legal fees resulting from the sprawling array of civil, administrative, and criminal proceedings against him. Learn how Cohen’s claims were resolved in this week’s New York Business Divorce.
Continue Reading The Outer Limits of LLC Indemnification: Michael Cohen v Trump Organization