If you want to find out what can happen when an LLC agreement authorizes member removal for any or no reason but doesn’t address compensation for the terminated member’s interest, read this week’s New York Business Divorce.
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Challenges to Expert Appraisers in Valuation Proceedings
In business divorce litigation, the expert appraisers often are the key witnesses. A recent PwC Study analyzing the success of challenges to expert appraisers inspires a deeper dive into some keystone cases where courts excluded the expert testimony of an
And a Time to Every Purpose Under . . . the Operating Agreement?
A recent Commercial Division ruling involving a realty holding LLC unable to develop its property raises interesting questions about whether the LLC can achieve its stated purpose under the standard for judicial dissolution. Learn more in this week’s New York
The “Illegality” Defense to Partnership Formation
In this week’s New York Business Divorce, read about a recent decision dismissing a partnership dissolution petition finding the alleged partnership unenforceable under the doctrine of illegality. Outcomes like this are rare. Learn why in this week’s article.
Federal Courts Wade Into Business Divorce: Recent Decisions of Interest
State courts far and away are the dominant arena for business divorce litigation. Just for kicks if not giggles, this week’s New York Business Divorce takes a look at some recent cases involving partnership disputes decided by federal courts.
The Contract is King: Advancement and Indemnification Under Delaware Law
In this week’s New York Business Divorce, we continue to explore the subject of advancement and indemnification of legal fees, this time under the laws of Delaware.
Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating Agreement
Last week, the Court of Appeals announced a major clarification of the law of advancement and indemnification of legal fees in disputes among closely-held business owners. Read about it in this week’s New York Business Divorce.
Wrongful Dissociation Under RUPA: Toto, We’re Not in New York Anymore
A recent New Jersey appellate ruling in a wrongful dissolution case involving a partnership presents a clear contrast with New York’s contract-centric approach. Read about it in this week’s New York Business Divorce.
Summary Judgment in Lieu of Complaint Meets Business Divorce
Most practitioners believe the summary judgment in lieu of complaint statute, CPLR 3213, applies just to contracts involving loans or other indebtedness. Not so. In a recent decision, a Manhattan Commercial Division Justice granted summary judgment in lieu of complaint,
A Recurring Business Divorce Feature: Usurpation of Corporate Opportunity
A claim for “usurpation of corporate opportunity” is simple to allege, but difficult to prove. Two recent cases out of the Manhattan Commercial Division and the U.S. District Court for the Southern District of New York explore the bounds of