In this week’s New York Business Divorce, find out what happened when the majority shareholder petitioned to rescind the minority shareholder’s unauthorized sale of the corporation’s realty to a third party purchaser in violation of the court’s restraining order.
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Second Department
If LLC Agreement Must Be in Writing, Must it Be Signed?
By Peter Mahler on
An appellate ruling last week in a dispute between a putative 50% LLC member and the other party claiming to be the sole member raises the issue whether a written operating agreement, to be enforceable, requires signatures. Read more in this week’s New York Business Divorce. …
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Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five recent decisions in business divorce cases involving LLC dissolution, cash-out merger, LLC member expulsion, and more. …
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A River’s Divide: Time for the Manhattan and Brooklyn Appellate Courts to Agree on Marketability Discount in Fair Value Proceedings
By Peter Mahler on
Should courts apply a marketability discount in determining the fair value of interests in realty holding companies? In downstate New York, the answer may vary depending on whether the court lies within the First or Second Departments of the Appellate Division. This week’s New York Business Divorce has the story. …
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Operating Agreement Defeats Statutory Buyout Rights Upon LLC Member’s Withdrawal
By Peter Mahler on
The Appellate Division, Second Department last week decided a trio of appeals in related cases concerning the consequences of an LLC member’s withdrawal, holding that the member was not entitled to a fair-value buyout and that upon withdrawal he lost standing to maintain derivative claims. Read all about it in this week’s New York Business Divorce. …
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“Where’s the Beef?” Says Appeals Court, Reversing LLC Dissolution
By Franklin C. McRoberts on
After more than two years in receivership, an appeals court gives a dissolved LLC a new lease on life because the petitioners “offered no competent evidentiary proof” why the entity should have been dissolved. We take a closer look in this week’s New York Business Divorce.…
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Does Your LLC Agreement Have a Purposeless Purpose Clause?
By Peter Mahler on
Did the Appellate Division, Second Department, throw us a curve ball in its decision last week in Mace v. Tunick, reinstating an LLC dissolution complaint based on its finding that the operating agreement’s purpose clause, authorizing the LLC to engage in “any lawful business,” did not set forth “any particular purpose”? Learn more about this important development in this week’s New York Business Divorce. …
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Court of Appeals to Decide Controversial Partnership Dissolution Case
By Peter Mahler on
New York’s highest court last week agreed to hear an appeal in a case that raises important issues concerning wrongful dissolution, damages, and valuation discounts under New York’s partnership law. Learn more in this week’s New York Business Divorce.…
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Summer Shorts: Partnership Interest Reduction and Other Recent Decisions of Interest
This 6th annual edition of Summer Shorts presents brief commentary on three decisions of interest in business divorce cases, including a dispute among LLP partners over the reduction of one partner’s interest; disqualification of counsel in an LLC dissolution case; and a Delaware books-and-records case involving phantom stock. …
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Who Pays When the Court Compels a Buy-Out?
By Peter Mahler on
Posted in Buyout, Compulsory Buyout
Does an appellate ruling last week represent a change in the law concerning whether individual shareholders or the corporation or both can be compelled to purchase the shares of an oppressed minority stockholder? Find out in this week’s New York Business Divorce.…
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