A recent New Jersey appellate ruling in a wrongful dissolution case involving a partnership presents a clear contrast with New York’s contract-centric approach. Read about it in this week’s New York Business Divorce.
Continue Reading Wrongful Dissociation Under RUPA: Toto, We’re Not in New York Anymore
If someone proposes to you a fixed price buy-sell agreement, run the other way, but not without first reading this week’s New York Business Divorce.
Continue Reading Another Reason Not to Use Fixed Price Buy-Sell Agreements
Did the parties get it wrong, or the judge, or both in Verkhoglyad v Benimovich, in which the court let proceed a claim to dissolve a foreign business entity and refused to enforce forum selection and pre-suit mediation clauses in the operating agreement of a New Jersey LLC. Learn more in this week’s New York Business Divorce.
Continue Reading Read This Case. Slap Your Head. Not Too Hard.
The Latin maxim, “equity aids the vigilant, not those who slumber on their rights,” steals the show in this week’s New York Business Divorce featuring a recent New Jersey appellate ruling affirming the dismissal of a challenge to the conversion of a limited partnership to an LLC.
Continue Reading In Dispute Over Partnership’s Conversion to LLC, Court Finds No Duty to “Spoon-Feed” Sophisticated Investor
New Jersey’s approach to the marketability discount in statutory fair value cases has been called a “business appraiser’s nightmare.” A recent decision by a New Jersey trial court, in which it applied a 25% marketability discount to penalize a 50% owner found guilty of oppression against the other 50% owner, adds fuel to the debate. Check it out in this week’s New York Business Divorce.
Continue Reading Has New Jersey Gone Off Its DLOM Rocker?
The New Jersey Supreme Court last week issued an important decision tightening the criteria for judicial expulsion of an LLC member. Get the story in this week’s New York Business Divorce.
Continue Reading New Jersey Supreme Court Raises the Bar for Judicial Expulsion of LLC Members
An unusual, two-state battle between 50-50 owners of a New York LLC led to a decision earlier this month by Justice Kornreich dismissing a dissolution petition and denying injunctive relief following a New Jersey judge’s order appointing a fifth Director to break a Board deadlock. This week’s New York Business Divorce has the story.
Continue Reading Court Dismisses Dissolution Petition Amidst Multi-Jurisdictional Battle for Control of LLC
For the second week in a row, New York Business Divorce examines the always controversial discount for lack of marketability in fair value contests, this time focusing on a recent New Jersey appellate decision applying a 25% DLOM despite strong evidence of liquidity.
Continue Reading Court Applies 25% Marketability Discount Despite “Strong Indicators of Liquidity”
Equity jurisprudence cozies up to LLCs in the appellate ruling highlighted in this week’s New York Business Divorce involving the forced sale of a dissociated member’s interest.
Continue Reading Dissociated LLC Member Faces “Equitable” Forced Buy-Out
In states that have enacted the Revised Uniform LLC Act, courts can expel or “dissociate” a member on specified grounds including the member’s conduct that makes it no longer reasonably practicable to carry on the LLC’s activities with that person as a member. In this week’s New York Business Divorce, read about a recent New Jersey appellate decision applying that state’s version of the dissociation statute.
Continue Reading Involuntary Member Dissociation Under RULLCA