I recently had the pleasure of being interviewed by Sandra Schulte at the media production studios of the Manhattan Neighborhood Network located near the Javits Center. Sandra, whom I met at a CLE program where I was a...more
With apologies to the pseudonymous children’s book author Watty Piper, this is the story of a humble buy-sell provision in a family-owned LLC’s operating agreement that temporarily ran out of steam in the lower court, only to...more
2/3/2025
/ Appellate Courts ,
Business Litigation ,
Business Ownership ,
Buy-Sell Agreements ,
Buyouts ,
Declaratory Judgments ,
Family Businesses ,
Limited Liability Company (LLC) ,
Operating Agreements ,
Shareholders ,
Summary Judgment
It wasn’t long ago that my partner, Peter Sluka, posted about the Andris case where the Appellate Division, Second Department, reinstated an LLC judicial dissolution proceeding brought by the estate of a deceased member....more
The era of the old-fashioned general partnership long ago petered out, largely displaced by subchapter S corporations and, in the last few decades, limited liability companies, both of which allow pass-through taxation...more
9/23/2024
/ Business Disputes ,
Business Divorce ,
Business Litigation ,
Buy-Sell Agreements ,
Dissolution ,
Family Businesses ,
Limited Liability Company (LLC) ,
Ownership Interest ,
Partnership Agreements ,
Partnerships ,
Spouses
Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more
8/12/2024
/ Bankruptcy Court ,
Bonds ,
Business Disputes ,
Business Divorce ,
Chapter 11 ,
Dissolution ,
Fair Valuation ,
Family Businesses ,
Limited Liability Company (LLC) ,
Minority Shareholders ,
Operating Agreements ,
Partnership Agreements
Earlier this year, using as a springboard the Maryland intermediate appellate court’s decision in Eastland Food Corp. v Mekhaya, I posted about a topic on which there’s little or no New York law, viz., whether a complaint for...more
In 1950, Sam Hoffman and his two sons, Hyman and Melvin, founded Brooklyn-based Cornell Beverages, Inc. to manufacture and distribute seltzer. Those were the days when “seltzer men” made weekly home deliveries of cases of...more
A limited partnership without a general partner cannot lawfully continue. That’s why it’s critical that the limited partnership agreement thoughtfully address general partner succession and, when triggered, the agreement’s...more
The New York Times yesterday published an article entitled Climate Change Enters the Therapy Room discussing persons suffering from “climate anxiety.” As a northeasterner, the frigid, snow-blessed, ground-freezing winter...more
2/7/2022
/ Business Divorce ,
Business Litigation ,
Business Ownership ,
Derivative Suit ,
Estoppel ,
Family Businesses ,
Inter Vivos Gifts ,
Limited Liability Company (LLC) ,
Membership Interest ,
Operating Agreements ,
Payroll Taxes
If ever there was a ticking time bomb of a family-owned, closely held business more likely to result in business divorce litigation than the one in Matter of Brady v Brady, 2021 NY Slip Op 02705 [4th Dept Apr. 30, 2021], I...more
10/25/2021
/ Books & Records ,
Business Disputes ,
Business Divorce ,
Business Ownership ,
Closely Held Businesses ,
Declaratory Relief ,
Derivative Complaint ,
Derivative Suit ,
Family Businesses ,
Judicial Dissolution ,
Share Transfer ,
Shareholder Oppression ,
Stock Ownership
Who says email is more efficient and cheaper than regular mail? -
Not the manager of the McGuire family real estate business after winning a lower court ruling only to see it reversed on appeal last month in a decision...more
9/20/2021
/ Business Divorce ,
Business Litigation ,
Capital Calls ,
Contract Disputes ,
Contract Terms ,
Email ,
Family Businesses ,
Limited Liability Company (LLC) ,
Membership Interest ,
Notice Requirements ,
Operating Agreements
Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more
8/30/2021
/ Business Divorce ,
Buyouts ,
Contract Terms ,
Fair Value Standard ,
Family Businesses ,
Judicial Dissolution ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Membership Interest ,
Operating Agreements ,
Shareholders
Don’t Miss the 2020 LLC Institute Virtual Meeting!
It’s that time of year again, when leading experts and practitioners in the field of closely held business entities gather for the LLC Institute’s spectacular CLE program....more
There’s tremendous diversity from state-to-state when it comes to statutory and judge-made law in business divorce cases. The basic fact patterns one sees in cases from across the country, however, don’t vary nearly as much....more
9/14/2020
/ Business Divorce ,
Business Valuations ,
Buyouts ,
Dissolution ,
Distribution Rules ,
Fair Value Standard ,
Family Businesses ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Receivership ,
Shareholders ,
Shareholders' Agreements ,
Stock Transfer
I don’t know if empirical studies have been done comparing the relative frequency or ratio of disputes and litigation over member status in LLCs versus shareholder status in close corporations. My impression as an avid...more
I’ve yet to see him make a court appearance, and hope I never do, but the Grim Reaper sure has a knack for disrupting business divorce litigation involving LLCs and limited partnerships....more
2/10/2020
/ Assignments ,
Automatic Stay ,
Breach of Duty ,
Business Disputes ,
Business Divorce ,
Business Litigation ,
Commercial Court ,
Controlling Person ,
Decedent Protection ,
Derivative Suit ,
Dissolution ,
Family Businesses ,
Fiduciary Duty ,
Fraud ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Ownership Interest ,
Partnership Interests ,
Partnerships ,
Real Estate Market ,
Statutory Interpretation ,
Transfer of Control ,
Unfair Dealing
This year’s list offers a good mix of business entities: six involve disputes among LLC members, two involve law firms organized as limited liability partnerships, one involves an accounting firm organized as a professional...more
12/30/2019
/ #MeToo ,
Bad Faith ,
Business Divorce ,
Conflicts of Interest ,
Corporate Culture ,
Corporate Deadlock ,
Damages ,
Defense Strategies ,
Dissolution ,
Employer Liability Issues ,
Employment Litigation ,
Family Businesses ,
First Impression ,
General Partner ,
Holding Companies ,
Hostile Environment ,
Judicial Dissolution ,
K-1 ,
Limited Liability Company (LLC) ,
Minority Shareholders ,
Sexual Harassment ,
Shareholder Oppression
The limited liability company did not exist as a legally recognized business entity in New York when I first began handling business divorce cases in the 1980s. Decades later, the LLC is “King of the Hill,” having displaced...more
Normally you don’t associate the lucrative sale of a closely held business with bitter disputes among the co-owners leading to judicial dissolution proceedings. When the cake is big enough, the thinking goes, each owner walks...more
6/24/2019
/ Business Ownership ,
Business Succession ,
Business Transfer Agreements ,
Closely Held Businesses ,
Family Businesses ,
Forum Selection ,
Judicial Dissolution ,
Post-Closing Rights ,
Selling a Business ,
Stock Ownership ,
Succession Planning
It’s commonly said there are three things that matter with real estate: location, location, location. Likewise, three things matter when choosing a lawyer to set up a limited liability company: experience,...more
6/18/2019
/ Agribusiness ,
Business Divorce ,
Business Formation ,
Business Litigation ,
Business Partners ,
Dissolution ,
Family Businesses ,
Farms ,
K-1 ,
Legal Representatives ,
Limited Liability Company (LLC) ,
Operating Agreements ,
Transfer of Interest
Notwithstanding we’ve had no more than a dusting of snow thus far in my downstate New York neck of the woods, welcome to another edition of Winter Case Notes in which I visit my backlog of recent court decisions of interest...more
2/11/2019
/ Advancement ,
Arbitration ,
Books & Records ,
Business Divorce ,
Family Businesses ,
Indemnification ,
Limited Liability Company (LLC) ,
Membership Interest ,
Minority Shareholders ,
Shareholder Litigation ,
Shareholder Oppression ,
Statute of Limitations
Over the years I’ve blogged about hundreds of court decisions in business divorce cases. Believe it or not, one of the things I like to do is track the cases I’ve written about...more
I’m very pleased to present my 11th annual list of this past year’s ten most significant business divorce cases.
This year’s list includes four important appellate decisions, including one likely to stand as a landmark...more
12/31/2018
/ Appeals ,
Article III ,
Breach of Duty ,
Business Divorce ,
Business Ownership ,
Business Valuations ,
Closely Held Businesses ,
Corporate Counsel ,
Corporate Dissolution ,
Derivative Suit ,
Family Businesses ,
Fiduciary Duty ,
First Impression ,
Limited Liability Company (LLC) ,
Minority Shareholders ,
Partnerships ,
Standing
Last month gave us three noteworthy post-trial decisions in three different cases from three different states, all centering on disputes among business co-owners over the ownership and exploitation of the businesses’s core...more
12/3/2018
/ Business Divorce ,
Copyright ,
Corporate Dissolution ,
Derivative Suit ,
Family Businesses ,
Infringement ,
Intellectual Property Protection ,
IP License ,
License Agreements ,
Limited Liability Company (LLC) ,
Patents ,
Shareholders ,
Trademarks
Much digital ink has been spilled on this blog and elsewhere (Tom Rutledge’s terrific article can be read) concerning the ability of LLC controllers to adopt or amend an operating agreement without the consent of all members....more