Topics Access to Books and Records A Tardy Plaintiff’s Best Friend: The Open Repudiation DoctrineBless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own Restaurant Accountants/Experts Can an Equitable Accounting Find the Missing Cash?A Leaf Through a Busy November in New York LLC Litigation Accounting Actions Can an Equitable Accounting Find the Missing Cash?The Consequences of Deception: Defendant Hit With $4.5 Million Judgment After 12-Year "Wild Goose Chase Based on a Lie" Advancement and Indemnification Winter Case Notes: Nice Try, But the Agreements Say What They SayA Leaf Through a Busy November in New York LLC Litigation Annual Top 10 Cases Top 10 Business Divorce Cases of 2025Top 10 Business Divorce Cases of 2024 Arbitration and Mediation Winter Case Notes: Nice Try, But the Agreements Say What They SayIs an LLC Bound by its Own Operating Agreement? Attorney Disqualification Pitfalls for Corporate Counsel in Business Divorce DisputesBusiness Divorce, Brooklyn Style Attorney's Fees Swing of the Pendulum: A Tale of Two “For Cause” RemovalsIndecision Has a Price: Withdraw Lawsuit, Pay Hefty Fee Award Bankruptcy The Humble LLC Exculpation Clause Wins Big: Member/CEO Escapes $8M Fiduciary ClaimsSummer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest Buyout Too Much Spin on the Numbers: What a Law Firm Breakup Teaches About Valuation DisputesRetirement of Working Owners of Closely Held Business Entities: What's Your Plan? Capital Call Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital CallTo be or Not to Be (a Member). That is the Question… That Estoppel Can Help Answer. Co-ops and Condos Breach of Fiduciary Duty: A More “Lenient Standard” for Damages?Appellate Rulings Endorse Courts' Broad Remedial Powers Over Condo and Co-op Board Elections Common Law Dissolution Take the Business Divorce Pop Quiz!A New Stile: First Department Shakes Up the Shareholder Oppression Claim Compulsory Buyout The Bad Faith Defense to Opportunistic ExpulsionA Gift Horse with Rotten Teeth: When Equity Bequests Violate Transfer Restrictions or Buy-Sell Agreements Corporate Governance Hop Farmers Face Membership Forfeiture as a Deadlock Breaker and a Bitter Lesson on Pleading ShortcutsSwing of the Pendulum: A Tale of Two “For Cause” Removals Deadlock Hop Farmers Face Membership Forfeiture as a Deadlock Breaker and a Bitter Lesson on Pleading ShortcutsSecond Department Denies Judicial Dissolution of Realty Holding Limited Partnership (and Related Claims), Ending 22-Count Dispute Delaware For Embattled Bich Family, "Full Membership" Requires Admittance Without PreconditionCourt's Decision in High Stakes Case Cuts Through the "Fog of Dueling 'Notwithstanding' Clauses" Derivative Actions Can an Equitable Accounting Find the Missing Cash?Seller Beware: The “Exclusive” Fair Value Appraisal Remedy Really is Exclusive Discovery When Trying to Discover Tax Returns in Business Divorce Litigation, Bring Your A GameBut What of the Equitable Accounting? Dissenting Shareholder Appraisal Seller Beware: The “Exclusive” Fair Value Appraisal Remedy Really is ExclusiveBeyond Fair Value: When Shareholder Oppression Demands Interest and Damages Dissolution Basics The Pick-Your-Partner PrincipleBut, IS Loss Sharing an “Indispensable Element” of Partnership? Not If You Contract Around It. Dissolution Defenses Hop Farmers Face Membership Forfeiture as a Deadlock Breaker and a Bitter Lesson on Pleading ShortcutsDoes This California Case Bolster the Argument Against Waiver of the Right to Seek Judicial Dissolution of New York LLCs? Dissolution Procedure Indecision Has a Price: Withdraw Lawsuit, Pay Hefty Fee AwardBeyond Fair Value: When Shareholder Oppression Demands Interest and Damages Expulsion and Removal Swing of the Pendulum: A Tale of Two “For Cause” RemovalsHow Easily Can an Operating Agreement Supplant the Default Rule for LLC Manager Removal? Pretty Easily. Fair Market Value vs. Fair Value Cross-Country Valuation Check-Up: Discounts, Buy-Sell Agreements, and Ambiguity PotholesClash of Valuation Visions: Appraisal Proceeding Over Manhattan Eyeglass Shop Goes the Distance Family-Owned Businesses Second Department Ends Sisters’ Fight Over Family Home Not With a Bang, But a WhimperPremature or Untimely? Both at the Same Time? When to Sue as a General Partner Federal vs. State Court Faithless Servant in Business Divorce CasesFederal Courts Wade Into Business Divorce: Recent Decisions of Interest Foreign Business Entities Is Choice of Law an Issue of Fact?Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign Corporations Freeze-Out Merger One Very Messy LLC Freeze-Out MergerLet’s Talk About Dilution Grounds for Dissolution I'll Have a Bacon Cheeseburger, Hold the Pickle and LLC DissolutionRecent Appellate Rulings Address Novel Issues in General Partnership Disputes Interim Remedies Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own RestaurantI'll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution Interviews Mediating Business Valuation DisputesMarketability Discount Revisited: Interview With Greg Barber Limited Liability Partnerships Too Much Spin on the Numbers: What a Law Firm Breakup Teaches About Valuation DisputesThe Bad Faith Defense to Opportunistic Expulsion Liquidation When Less Effort Leads to More Trouble: Quiet Quitting and Fiduciary AccountabilityAmbiguous Agreement, Clear Consequences LLCs Can an Equitable Accounting Find the Missing Cash?One Very Messy LLC Freeze-Out Merger Not-For-Profit Corporations New York Judge Spares NRA "Corporate Death Penalty"Winter Case Notes: Dissolution of Not-For-Profit Corporation and Other Decisions of Interest Operating Agreement Mere Assignment of an LLC Membership Interest Does Not Make You a MemberHop Farmers Face Membership Forfeiture as a Deadlock Breaker and a Bitter Lesson on Pleading Shortcuts Partnerships The Pick-Your-Partner PrincipleBut, IS Loss Sharing an “Indispensable Element” of Partnership? Not If You Contract Around It. Phantom Income Prudent Management or Financial Starvation: Can Minority Members Compel the Majority to Make Distributions?Summer Shorts: LLC Minority Member Oppression and Other Decisions of Interest Podcasts and Video On Camera: My Recent Video Interview on, What Else, Business Divorce (Part 2)On Camera: My Recent Video Interview on, What Else, Business Divorce (Part One) Professional Corporations Seller Beware: The “Exclusive” Fair Value Appraisal Remedy Really is Exclusive“Prevailing Party” Attorneys’ Fee Provisions Professional Service LLCs Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of InterestSpecial Considerations for Law Firm Breakups Receivership Summer Shorts: A Trio of Recent Decisions of Interest in LLC Member DisputesPotential Creditor Drags Corporation in Stalled Dissolution Proceeding into Receivership Restrictive Covenants Business Divorce and Restrictive CovenantsSummer Shorts: LLC Dissolution and Other Recent Decisions of Interest RULLCA Greetings from the American Bar Association’s 2024 LLC InstituteConditional Grants of Membership Interests Are a Roadway to Courtroom Conflict Settlement For Embattled Bich Family, "Full Membership" Requires Admittance Without PreconditionStay Away Settlement Between Closely-Held Corporation and Dissident Shareholder Goes Away Upon Shareholder’s Death Standing Mere Assignment of an LLC Membership Interest Does Not Make You a MemberScore Another Round for the Estate: First Department Upholds Right of Deceased LLC Member's Executor to Pursue Member Rights Stock Dilution Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?Let’s Talk About Dilution Stock Transfer Restrictions Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?For Embattled Bich Family, "Full Membership" Requires Admittance Without Precondition Summer Shorts Summer Shorts: A Trio of Recent Decisions of Interest in LLC Member DisputesSummer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest Surcharge Can an Equitable Accounting Find the Missing Cash?Misappropriated Watering Hole Becomes Money Judgment Sinkhole Uncategorized But, IS Loss Sharing an “Indispensable Element” of Partnership? Not If You Contract Around It.Swing of the Pendulum: A Tale of Two “For Cause” Removals Valuation The Valuation Discount That No One Can Agree On, StillToo Much Spin on the Numbers: What a Law Firm Breakup Teaches About Valuation Disputes Valuation Discounts The Valuation Discount That No One Can Agree On, StillCan Post-Valuation Date Historical Performance Trump Pre-Valuation Date Financial Projections? Winter Case Notes Winter Case Notes: Nice Try, But the Agreements Say What They SayWinter Case Notes: Murder, Forgery, Accidental Death, Oppression, Oh My!
