This week’s New York Business Divorce compares two cases of closely-held business owner withdrawal, one involving an LLC, the other a general partnership, one resulting in a right to an accounting, the other not. Why the difference? Read on to find out.
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Jacobs
Top 10 Business Divorce Cases of 2017
New York Business Divorce proudly presents its tenth annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases. …
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Operating Agreement Defeats Statutory Buyout Rights Upon LLC Member’s Withdrawal
The Appellate Division, Second Department last week decided a trio of appeals in related cases concerning the consequences of an LLC member’s withdrawal, holding that the member was not entitled to a fair-value buyout and that upon withdrawal he lost standing to maintain derivative claims. Read all about it in this week’s New York Business Divorce. …
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How Should Courts Maximize Shareholder Value When Dissolving Deadlocked Companies?
The decision highlighted in this week’s New York Business Divorce may not be new, but it is one that deserves serious attention as a possible remedial template in deadlock dissolution cases, where one 50% owner with operational control uses it as a sword to force the other 50% owner to accept an under-valued buyout. …
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Can’t Get Rid of Those Nooks and Crannies: Delaware Supreme Court Clarifies Implied Covenant of Good Faith and Fair Dealing
The implied covenant of good faith and fair dealing is a much misunderstood and frequently misused legal doctrine in disputes between co-owners of business entities. A decision by the Delaware Supreme Court earlier this month provides an excellent roadmap to understand the doctrine and the ability–or not–to contract around it. It’s in this week’s New York Business Divorce. …
Continue Reading Can’t Get Rid of Those Nooks and Crannies: Delaware Supreme Court Clarifies Implied Covenant of Good Faith and Fair Dealing