transfer restriction

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This week in New York Business Divorce, read about yet another attempted bequest in a last will and testament of a valuable business interest foiled by a buy-sell provision in the entity’s contract. We’ll summarize some of the rules of law courts use to resolve the conflict.
Continue Reading A Gift Horse with Rotten Teeth: When Equity Bequests Violate Transfer Restrictions or Buy-Sell Agreements

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

A decision last month by Justice Robert Bruno foiled a convicted felon’s attempt to assign to his wife his 50% membership interest in two realty holding LLCs. Find out more in this week’s New York Business Divorce. …
Continue Reading How Good is Your Operating Agreement’s Anti-Assignment Clause?

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?