In this week’s New York Business Divorce, a tip of the hat to retiring Justices Eileen Bransten and Charles E. Ramos with a look back at some of their more memorable business divorce rulings.
Continue Reading A Fond Adieu to Two Giants of the Manhattan Commercial Division Bench
The LLC freeze-out merger has been referred to by one scholar as “hidden statutory expulsion.” In a decision last month featured in this week’s New York Business Divorce, Manhattan Commercial Division Justice Charles Ramos refused to enjoin a freeze-out merger challenged by minority members of an LLC who claimed that it violated the LLC’s operating agreement.
Continue Reading Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger
Decisions in lawsuits brought by minority members challenging LLC mergers are rare finds. This week’s New York Business Divorce highlights a recent decision in just such a case by Manhattan Commercial Division Justice Melvin Schweitzer, in which he denied a motion to dismiss an action seeking to set aside a merger involving a realty management company organized as a three-member LLC. You won’t want to miss it.
Continue Reading Action to Enjoin LLC Freeze-Out Merger Goes Forward
Freeze-out mergers are well known in the corporate venue, but did you know they can also be used for limited liability companies, and that they can trigger appraisal rights? This week’s New York Business Divorce examines a decision by Manhattan Commercial Division Justice Charles Ramos in a rare lawsuit prompted by an LLC freeze-out merger.
Continue Reading Freeze-Out Merger and the Limited Liability Company