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This week’s New York Business Divorce offers readers a preview of two thought provoking articles by Professors Donald Weidner and Daniel Kleinberger published as point/counter-point in the current issue of The Business Lawyer on the subject of LLCs, the direct-derivative distinction, and Special Litigation Committees. …
Continue Reading LLCs, Direct vs. Derivative Claims, and Special Litigation Committees: A Lively Debate

Professor Daniel Kleinberger’s article, The Plight of the Bare Naked Assignee, is the springboard for this week’s post about whether assignees of an LLC membership interest should have a right inspect LLC records. It’s in this week’s New York Business Divorce.
Continue Reading Can the Bare Naked Assignee Demand Access to LLC Records?

This week’s New York Business Divorce features a guest post by Daniel S. Kleinberger, Emeritus Professor of Law at William Mitchell College of Law and renowned expert on business organizations. His topic: the implied covenant of good faith and fair dealing under Delaware law. …
Continue Reading Unraveling the Implied Covenant of Good Faith and Fair Dealing: Guest Post by Professor Daniel Kleinberger

New Jersey recently became the eighth state to adopt the Revised Uniform Limited Liability Company Act including a new provision authorizing judicial dissolution of LLCs on the ground of oppressive acts by the controllling managers or members and also providing a statutory buy-out remedy, much like the dissolution statutes governing close corporations. For more on the new statute’s background, its provisions, and the surrounding policy debate, read this week’s New York Business Divorce.
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Continue Reading New Jersey Adopts Revised LLC Act Authorizing Dissolution for Minority Oppression

By statute a member can seek judicial dissolution of an LLC, but can a member of a member seek dissolution by way of a derivative claim under Tzolis v. Wolff? Find out in this week’s New York Business Divorce featuring Justice Kornreich’s recent decision in JG Club Holdings, LLC v. Jacaranda Holdings, LLC.
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Continue Reading Can a Member of a Member of an LLC Sue to Dissolve the LLC?