This week’s post covers a case likely to make waves inside and outside of Delaware, where Vice Chancellor Laster explores the interplay between acts that are void ab initio and equitable defenses, and he encourages an appeal so that Delaware may reconsider its laws on the issue.
Continue Reading Magic Words Still Matter, and Equitable Defenses Can’t Save a “Void” Transfer

In Shao v. Li, decided last week by Manhattan Commercial Division Justice Charles Ramos, the court analyzed a claim by one LLC member that his co-members entered into a sham collateral assignment of a membership interest designed to circumvent a right of first refusal. You won’t want to miss it in this week’s New York Business Divorce.
Continue Reading When is Permitted Collateral Assignment of LLC Membership Interest a Prohibited Sale?