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
New Jersey
Involuntary Member Dissociation Under RULLCA
By Peter A. Mahler on
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
“But I Did Nothing Wrong!” No Defense to Involuntary Dissociation of LLC Member
By Peter A. Mahler on
A recent New Jersey appellate ruling upheld the expulsion of an LLC member whose conduct, even if not wrongful, almost caused the collapse of the business involving an overseas medical school. Read more in this week’s New York Business Divorce.
Continue Reading “But I Did Nothing Wrong!” No Defense to Involuntary Dissociation of LLC Member
New Jersey Adopts Revised LLC Act Authorizing Dissolution for Minority Oppression
By Peter A. Mahler on
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
Court Rejects Unconscionability Argument in Family Partnership Valuation Case, Concludes that “Full and True Value” Equals “Net Book Value” as Defined by Agreement
By Peter A. Mahler on
The death in 2007 of Claudia Cohen, a well-known gossip columnist and socialite who married and divorced billionaire Ronald Perelman, led to a high-stakes litigation between her estate and her surviving brother over the valuation of the estate’s 50% share in a family partnership that directly or indirectly owned real estate interests with a market value over $20 million. A recent court decision ruled against the estate’s $11.5 million claim and, instead, enforced a $178,000 “net book value” buyout under the partnership agreement’s formula, also rejecting the estate’s argument that such a drastically below-market buyout was unconscionable. Read this week’s New York Business Divorce to get the full story.
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Continue Reading Court Rejects Unconscionability Argument in Family Partnership Valuation Case, Concludes that “Full and True Value” Equals “Net Book Value” as Defined by Agreement
New Jersey Courts Apply State’s Dissolution Statute to Foreign Corporations: Can it Happen in New York?
By Peter A. Mahler on
Posted in Foreign Business Entities
A pair of recent decisions by New Jersey courts permits corporate dissolution petitions under that state’s law for foreign corporations based in New Jersey. Would such a petition succeed in New York? Discover the answer in this week’s New York Business Divorce.
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Continue Reading New Jersey Courts Apply State’s Dissolution Statute to Foreign Corporations: Can it Happen in New York?