A recent decision from one of our favorites, Albany County Commercial Division Justice Richard M. Platkin, is a reminder to would-be assignees of limited partnership interests that without total compliance with the terms and...more
Not long ago, we wrote about the vital need for strict compliance with contractual options to buy or sell closely-held business equity interests. As we noted then, failure to strictly comply with any contractual conditions...more
For most business divorce litigants, a dispositive win on the merits, even in a summary proceeding, can take years. Appraisal proceedings following a cash-out merger, for example, may involve multiple years of difficult...more
10/10/2022
/ Business Divorce ,
Commercial Litigation ,
CPLR ,
EB-5 ,
Foreign Investment ,
Limited Partnerships ,
Mergers ,
Net Profits ,
Partnership Agreements ,
Real Estate Development ,
Summary Judgment ,
Use of Proceeds
A rarely litigated provision of the New York Limited Liability Company Law (the “LLC Law”), Section 1006, authorizes the conversion of a general or limited partnership to a New York LLC through a statutorily-prescribed...more
If a written limited partnership agreement contains detailed provisions governing partner withdrawal and dissolution, can a court nonetheless look to the statutory “default rules” in the Revised Limited Partnership Act (the...more
Over the years, we’ve written a lot about limited partnership, corporation, and LLC “fair value” appraisal proceedings....more
5/13/2019
/ Appraisal ,
Business Divorce ,
Business Valuations ,
Buyouts ,
Closely Held Businesses ,
Deadlines ,
Dissenters Rights ,
Fair Value Standard ,
Freeze-Out Mergers ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Triggering Event
How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more
3/19/2018
/ Breach of Duty ,
Business Litigation ,
Corporate Conversions ,
Fiduciary Duty ,
Fraudulent Conveyance ,
Freeze-Out Mergers ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Minority Shareholders ,
Summary Judgment ,
Transfer of Assets