What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
A Counterintuitive Approach to Winning Without Litigation: One-on-One with Haley Morrison
Podcast - Ejecución de facturas electrónicas
Daily Compliance News: July 21, 2025, The More Reasons Not to Go to China Edition
Sunday Book Review: July 20, 2025, The Best Books on Business Edition
RICO Section 1962(b): Acquisition or Maintenance of Control Over Legitimate Enterprises — RICO Report Podcast
Master the First Moves in Litigation for Courtroom Advantage – Speaking of Litigation Video Podcast
Understanding Discovery in Commercial Litigation
Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership
London Partner Roberta Downey Wired for Disputes: Tech, Infrastructure, and the New Frontier of Risk
Harnessing AI in Litigation: Techniques, Opportunities, and Risks – Speaking of Litigation Video Podcast
Eviction Essentials and Lease Management
New York State Restaurant Reservation Anti-Piracy Act Cracks Down on a "Leech Industry"
Aligning Business Goals with Legal Strategies Amid Regulatory Change – Speaking of Litigation Video Podcast
The Impact of the Horn Case on RICO - RICO Report Podcast
The Litigation Landscape Explained
When a co-shareholder purchases the debt obligations of the company without partners' knowledge
What happens when a majority owner makes a bad-faith capital call?
Understanding Georgia's Civil Justice Climate With Commissioner John King — Regulatory Oversight Podcast
6 Things To Consider Before Litigation
Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Sept. 20, 2024) - In this post-trial decision, the plaintiffs claimed that one of the defendants breached his fiduciary duties by failing to distribute assets equally at...more
We frequently see a partner’s “fiduciary duties” expressed as the union of the duty of loyalty and the duty of care. The duty of loyalty requires fiduciaries to avoid elevating the interests of any other person or entity...more
November was a whirlwind month for New York LLC litigation. It featured disputes over how to wind up a judicially dissolved LLC, a bitter intra-family emergency indemnification/advancement injunction, and the finale of a...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
Delaware Chancery Court’s contractarian approach to all things LLC, embedded statutorily in Section 18-1101(b) of the Delaware LLC Act (“It is the policy of this chapter to give the maximum effect to the principle of freedom...more
There are plenty of advantages to practicing business divorce litigation in New York. The diversity of businesses and clients, complexity of agreements and transactions, and excellence of judges and attorneys make New York,...more
The last time we featured a notable decision on a claim for dissolution of a restaurant-operating LLC was in 2017, with a post by Frank McRoberts titled, “LLC’s Purpose Being Achieved? Business Doing Fine? Good Luck Getting...more
One need not peruse the pages of this blog for long to learn that its authors strongly advise against entering into an owners’ agreement that calls on the members to “annually” (or worse, “regularly”) update a critical aspect...more
The U.S. District Court for the Eastern District of Louisiana recently refused to compel arbitration on the ground that the arbitral forum had ceased to exist and that a purported replacement forum was not the same forum and...more
The owners’ agreement is the backbone of the closely-held business. In intracompany LLC disputes, few things are more important than what the operating agreement has to say on the subject. As a consequence, the pages of...more
The authors of this blog have a special affinity for fair value appraisal proceedings. The narrow hearings—where the sole issue before the court is the fair value of an owner’s interest in a business—require attorneys and...more
I previously wrote that one of the most difficult periods in the lifecycle of a closely held business is the period following the death of an owner, due to the tension between the remaining owners wishing to continue the...more
Someday, perhaps, I’ll find the comedic inspiration to come up with a joke that begins, “An LLC, a partnership, and a close corporation walk into a bar . . ..” Until then, I’ll have to satisfy myself with writing about an...more
Unlike the vast majority of states, New York hasn’t adopted the Revised Uniform Partnership Act (1997) (“RUPA”). A recent appellate decision by a court in a neighboring RUPA state — New Jersey — highlights the very different...more
Like the Energizer bunny, some business divorce lawsuits keep going and going and going. Years of protracted litigation, brutal though they may be upon the parties, are a bonanza for voyeuristic business divorce practitioners...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