Is it a partnership? Is it an LLC? Can it be both? In this week’s New York Business Divorce, read about a novel application of the rules of law governing partnerships and LLCs to the same business entity simultaneously to achieve a solution that would not been possible if strictly applying the laws of one or the other.
Masley
Is Choice of Law an Issue of Fact?
By Franklin C. McRoberts on
Posted in Foreign Business Entities
Cross-border business divorce disputes continue to bedevil New York’s commercial courts, forcing them to grapple with difficult conflicts-of-laws questions. We feature the latest instance on this week’s New York Business Divorce.…
Legal Déjà Vu: The Law of Preclusion and Re-Litigation of Standing-Based Dismissals
By Franklin C. McRoberts on
Posted in Derivative Actions, Standing
In this week’s New York Business Divorce we take a deep dive into the law of res judicata and collateral estoppel, tackling a recurring issue in business divorce litigation: re-litigation following standing-based dismissals. …
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Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?
By Franklin C. McRoberts on
In this week’s New York Business Divorce, read about a new decision from New York County Commercial Division Justice Andrea J. Masley addressing an important, unresolved question of New York law: whether, and if so, to what extent, do minority LLC members owe fiduciary duties?
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Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating Agreement
By Franklin C. McRoberts on
Last week, the Court of Appeals announced a major clarification of the law of advancement and indemnification of legal fees in disputes among closely-held business owners. Read about it in this week’s New York Business Divorce.
Continue Reading Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating Agreement
Valuation Decision Finds LLC “Worthless, Worthless, Worthless”
By Franklin C. McRoberts on
Posted in Valuation
In this week’s New York Business Divorce, read about an unusual business valuation decision in a breach of contract case rendered by a court solely on papers pitting an expert against layperson, with the layperson successfully persuading the Court the entity had no value.
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Business Divorce on the Menu
By Peter A. Mahler on
You’d think amidst the COVID-19 pandemic, with restaurants struggling to stay open, that their owners would have more pressing issues to deal with than litigating against their co-owners, but as you’ll see in this week’s New York Business Divorce, some things never change.
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The Pre-Suit Demand Requirement for a Corporation in Liquidation or Receivership
By Franklin C. McRoberts on
In this week’s New York Business Divorce, we consider a thoughtful decision from Manhattan Commercial Division Justice Andrea J. Masley about the rules for pleading pre-suit demand or demand futility upon a “liquidator” appointed to wind up the affairs of the corporation, including the rarely-litigated concept that allegations of pre-suit demand or demand futility can potentially “relate back” to a prior pleading that is “validly in litigation.”…
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IP Disputes Among Private Business Co-Owners Dominate Three Recent Cases
By Peter A. Mahler on
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.
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Think Twice Before Putting 100% Quorum Requirement in By-Laws or LLC Agreement
By Peter A. Mahler on
This week’s New York Business Divorce examines an unusual case centering on an atypical quorum provision in an operating agreement requiring the presence of all managers in order to conduct any business.
Continue Reading Think Twice Before Putting 100% Quorum Requirement in By-Laws or LLC Agreement