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?
Continue Reading Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?
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
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.
Continue Reading Valuation Decision Finds LLC “Worthless, Worthless, Worthless”
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.
Continue Reading Business Divorce on the Menu
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.”
Continue Reading The Pre-Suit Demand Requirement for a Corporation in Liquidation or Receivership
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 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
The parol evidence rule blocks the claims of a Nobel laureate based on an alleged oral stock allocation agreement in the shareholder dispute featured in this week’s New York Business Divorce. Don’t miss it!
Continue Reading No Prize for Nobel Laureate in Fight for Bigger Stake in Biotech Company