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 A Leaf Through a Busy November in New York LLC LitigationCan Post-Valuation Date Historical Performance Trump Pre-Valuation Date Financial Projections? Accounting Actions 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 2024Top 10 Business Divorce Cases of 2023 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 A Message of Acceptance from the Garden StateLLC Minority Member Gets Caught in His Own "Wolverine Trap" 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 Retirement of Working Owners of Closely Held Business Entities: What's Your Plan?Winter Case Notes: Nice Try, But the Agreements Say What They Say 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 A Gift Horse with Rotten Teeth: When Equity Bequests Violate Transfer Restrictions or Buy-Sell AgreementsDollars, Donuts, and Buy-Sell Options Corporate Governance The Humble LLC Exculpation Clause Wins Big: Member/CEO Escapes $8M Fiduciary ClaimsRetirement of Working Owners of Closely Held Business Entities: What's Your Plan? Deadlock Help Comes From an Unexpected Place in LLC Deadlock Dissolution: The Third DepartmentIt Takes More Than a Litigation Tsunami Between Hostile Members to Obtain Judicial Dissolution of a Realty-Holding LLC Delaware Court's Decision in High Stakes Case Cuts Through the "Fog of Dueling 'Notwithstanding' Clauses"New York Top Court's Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller's Power to Amend LLC Agreement Derivative Actions A Tardy Plaintiff’s Best Friend: The Open Repudiation DoctrineLLC Member States Direct Claims Arising from Machiavellian Manager’s Tactical Bankruptcy Petition Discovery When Trying to Discover Tax Returns in Business Divorce Litigation, Bring Your A GameBut What of the Equitable Accounting? Dissenting Shareholder Appraisal Beyond Fair Value: When Shareholder Oppression Demands Interest and DamagesCrossing the Hudson: Recent Business Divorce Decisions from Yonder States Dissolution Basics Beyond Fair Value: When Shareholder Oppression Demands Interest and DamagesA Message of Acceptance from the Garden State Dissolution Defenses Stated Purpose vs. Stated Problem: Court Sticks to the Script for LLC DissolutionNew Year, New Law - New Opacity - for LLC Owner Disputes Dissolution Procedure Beyond Fair Value: When Shareholder Oppression Demands Interest and DamagesDemand Futility, Dissolution, and Transfer Restrictions: Spring Blooms Fresh Developments in LLC Litigation Expulsion and Removal Retirement of Working Owners of Closely Held Business Entities: What's Your Plan?Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own Restaurant 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 Premature or Untimely? Both at the Same Time? When to Sue as a General PartnerWinter Case Notes: Nice Try, But the Agreements Say What They Say Federal vs. State Court Faithless Servant in Business Divorce CasesFederal Courts Wade Into Business Divorce: Recent Decisions of Interest Foreign Business Entities No Unforced Errors Please: “For Cause” Removal Provisions Mean What They Say and Say What They MeanForeign Affairs of the Books and Records Kind Freeze-Out Merger Let’s Talk About DilutionNew York LLC Caselaw's Greatest Hits 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 When Less Effort Leads to More Trouble: Quiet Quitting and Fiduciary AccountabilitySummer Shorts: Equitable Contribution, Stock Redemption, and Other Recent Decisions of Interest Liquidation When Less Effort Leads to More Trouble: Quiet Quitting and Fiduciary AccountabilityAmbiguous Agreement, Clear Consequences LLCs Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital CallThe Humble LLC Exculpation Clause Wins Big: Member/CEO Escapes $8M Fiduciary Claims 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 The Humble LLC Exculpation Clause Wins Big: Member/CEO Escapes $8M Fiduciary ClaimsDemand Futility, Dissolution, and Transfer Restrictions: Spring Blooms Fresh Developments in LLC Litigation Partnerships Court's Decision in High Stakes Case Cuts Through the "Fog of Dueling 'Notwithstanding' Clauses"Premature or Untimely? Both at the Same Time? When to Sue as a General Partner 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 One)Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller Professional Corporations “Prevailing Party” Attorneys’ Fee ProvisionsSpecial Considerations for Law Firm Breakups Professional Service LLCs Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of InterestSpecial Considerations for Law Firm Breakups Receivership Potential Creditor Drags Corporation in Stalled Dissolution Proceeding into ReceivershipBusiness Divorce in the Divorce Courts 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 Stay Away Settlement Between Closely-Held Corporation and Dissident Shareholder Goes Away Upon Shareholder’s DeathTrouble Looms When Clients Negotiate Their Own Shareholder Buy-Out Settlement Agreements Standing Check Your Footing: $36 Million Money Judgment Eviscerated in Brutal Appellate Standing LossTo be or Not to Be (a Member). That is the Question… That Estoppel Can Help Answer. Stock Dilution Let’s Talk About DilutionSummer Shorts: LLC Dissolution and Other Recent Decisions of Interest Stock Transfer Restrictions Appellate Division Construes LLC Law 608 as Giving Voting Rights to a Deceased Member's EstateOperating Agreement Trumps Postnup in High Stakes Battle Over Transfer of LLC Interest Summer Shorts Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of InterestSummer Shorts: Equitable Contribution, Stock Redemption, and Other Recent Decisions of Interest Surcharge Misappropriated Watering Hole Becomes Money Judgment SinkholeThe Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond Uncategorized Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own RestaurantWinter Case Notes: Nice Try, But the Agreements Say What They Say Valuation Business Appraiser Liability? That’s a New One.Can Post-Valuation Date Historical Performance Trump Pre-Valuation Date Financial Projections? Valuation Discounts Can Post-Valuation Date Historical Performance Trump Pre-Valuation Date Financial Projections?Cross-Country Valuation Check-Up: Discounts, Buy-Sell Agreements, and Ambiguity Potholes Winter Case Notes Winter Case Notes: Nice Try, But the Agreements Say What They SayWinter Case Notes: Murder, Forgery, Accidental Death, Oppression, Oh My!
