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
Friends don’t let friends do business with friends. Among the key Business Court takeaways here at the blog, this maxim rings loud and clear. So, when decade-long friends Jared Londry and Daniel Farrar went into the real...more
In a post I wrote about a dozen years ago, I quoted Ken Adams, blogger and author of A Manual of Style for Contract Drafting, who, commenting on the oft-used contract clause, “Notwithstanding anything to the contrary in this...more
The Texas Supreme Court has provided clarity on the fiduciary duties between business partners, particularly in the context of limited partnerships. The case, Bertucci v. Watkins, involved a dispute between two business...more
Only six months into a complicated partnership dispute, the Business Court of Texas, 1st Division, issued a thorough summary judgment opinion and order in the case of Primexx Energy Opportunity Fund, LP v. Primexx Energy...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
Despite recent decisions by the Delaware Court of Chancery, many key corporate documents continue to include restrictions on indirect transfers of equity that may not be enforced if challenged in court....more
I focus my practice on commercial litigation and in particular on representing business owners in disputes with their business partners. As part of my job I get to see a whole variety of ways that business people attempt to...more
Introduction of separate limited partnerships. Introduction of incorporated limited partnerships....more
Posts about limited partnerships on this blog are far eclipsed by discussions on just about any other form of business entity because, as we’ve noted in the past, limited partnerships are generally on the decline....more
Folks who’ve been following this blog for years know that periodically I like to venture beyond New York’s borders to find and report on interesting decisions from other states in business divorce cases....more
On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a Chancery Court holding that a forfeiture-for-competition provision in a limited partnership agreement was unenforceable as an...more
The statutory right to judicial dissolution in California comes with a hook — the defendants can avoid dissolution by exercising a “buyout” procedure. This is true in both LLCs (Corporations Code section 17703.03) and...more
Case law involving limited liability companies (LLCs) is rapidly evolving. Some states, most notably Delaware, permit LLCs to limit or eliminate liability for breaches of fiduciary duty by an LLC’s members or managers. Other...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
A recent Commercial Division decision demonstrates the ability of partnership agreement provisions to limit the executors of the plaintiff-limited-partner from continuing a derivative lawsuit after that partner’s death. ...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
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
Almost always there are elements of acrimony and intense emotion in litigation between co-owners of closely held business entities. The degree of toxicity can vary widely from case to case, although it tends to show up more...more
The case involves the issuance of certain convertible units offered to some, but not all, the limited partnership unitholders, and whether that offering and subsequent issuance violated provisions of the partnership agreement...more
Agreements for publicly-traded limited partnerships often disclaim any fiduciary duties and provide safe harbors for transactions involving a conflict for the controller. The safe harbor provisions frequently contain minimal...more