This week’s New York Business Divorce post features a Delaware Chancery Court post-trial decision of first impression discussing the extent of an Estate’s exercise of member rights for a “proper purpose” in a case involving the Goldman real estate empire.
Continue Reading When It Talks Like a Member, Walks Like a Member, Acts Like a Member… But Isn’t a Member: First Impression Chancery Decision Rules on Estate’s Exercise of Member Rights “For Proper Purpose”

Intellectual property rights are the lifeblood of many a closely held business entity. This week’s New York Business Divorce looks at three recent decisions involving disputes among business co-owners over the ownership and exploitation of critical IP assets.
Continue Reading IP Disputes Among Private Business Co-Owners Dominate Three Recent Cases

This week’s New York Business Divorce compares two recent New York and Delaware decisions reaching opposite results on the issue of amending LLC agreements without the unanimous consent of the members. You may be surprised to learn which state offers minority members greater protection.
Continue Reading Delaware Ruling Highlights Difference With New York Over Amending LLC Agreements

This week’s New York Business Divorce highlights two recently published articles on two topics of great interest to business divorce practitioners: (1) whether courts of one state have jurisdiction to dissolve business entities formed in another state, and (2) the role of equity in Delaware LLC litigation.
Continue Reading Recent Articles Highlight Dissolution of Foreign Entities and Delaware LLC Litigation

You may be surprised to learn that, according to a ruling last month in Shapiro v Ettenson, a minority member of a New York LLC that initially had no written operating agreement is bound by a written operating agreement subsequently adopted by the majority members, notwithstanding the minority member’s refusal to sign the agreement. Get the detailed story in this week’s New York Business Divorce.
Continue Reading Can LLC Agreement Be Enforced Against Member Who Doesn’t Sign It?

Equitable dissolution of LLCs may not sound familiar to business divorce mavens, but that could change after last week’s decision by Vice Chancellor Laster of the Delaware Chancery Court in a case involving the Tom James custom apparel company. Read more in this week’s New York Business Divorce.
Continue Reading Delaware Chancery Court Endorses Equitable Dissolution of LLC

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

A decision last month by Nassau County Commercial Division Justice Ira Warshawsky, and two recent decisions by the Delaware Chancery and Supreme Courts, clarify issues of standing and scope in proceedings under the business corporation and LLC statutes for inspection of company books and records. Read more in this week’s New York Business Divorce.

Continue Reading New York and Delaware Courts Clarify Petitioner Standing to Bring Books and Records Proceedings