In the world of business divorce litigation, this summer saw everything but a slowdown. We witnessed (and blogged about) Justice Crane cap a long-running fair value proceeding with helpful guidance on appraisals and...more
“It all started when the distributions stopped.” In my travels as a business divorce litigator, I’ve seen many disputes between LLC co-owners that begin with that message. A minority owner is content to remain a “silent...more
The books and records demand often is the opening act in business divorce litigation. The relatively low burden that an owner must meet in order to obtain access to a company’s books and records, and the availability of an...more
11/20/2023
/ Books & Records ,
Business Disputes ,
Business Divorce ,
Business Litigation ,
Inspection Rights ,
Limited Liability Company (LLC) ,
Membership Interest ,
Merger Clause ,
Ownership Interest ,
Shareholder Rights ,
Shareholders
One of the most difficult periods in the lifecycle of a closely-held company is the period following the death of an owner. Apart from having to fill whatever business responsibilities the deceased owner left behind, the...more
The members of Nite Cap’s owner, Bull-Poet, LLC, recently traded the full sheets and gentle seas of the Hudson for the strum and drang of litigation in New York’s Supreme Court. But the squall has passed; thanks to New York...more
New York’s default rules regarding LLC members’ rights to transfer their interests appear in sections 603 and 604 of the LLC Law. Section 603 provides that a membership interest is fully assignable, but the assignee does not...more
9/19/2022
/ Acquiescence ,
Business Divorce ,
Business Litigation ,
Contract Terms ,
Default ,
Equitable Defenses ,
Limited Liability Company (LLC) ,
Loans ,
Membership Interest ,
Operating Agreements ,
Transfer of Interest ,
Void ab initio
The emergence of the Limited Liability Company as the preferred form of closely-held business association in New York has spawned a glut of litigation over disputed membership status in LLCs, many of which are covered in the...more
“Except as provided in the operating agreement. . . ” -
By my count, this phrase and its close relative, “unless otherwise provided in the operating agreement,” appear 59 times in New York’s LLC Law, most often to...more
We often cover preliminary injunctions on the pages of this blog because they are a powerful tool in the business divorce litigator’s toolbox: they force court action early in the case, they can protect rights that are...more
10/18/2021
/ Business Divorce ,
Business Litigation ,
Closely Held Businesses ,
Contract Terms ,
Limited Liability Company (LLC) ,
Membership Interest ,
Motion To Enjoin ,
Operating Agreements ,
Preliminary Injunctions ,
Reorganizations ,
Right of Reinstatement ,
Termination Rights