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A well-drafted Operating Agreement is crucial for restaurant LLCs, setting clear rules for ownership, management, and dispute resolution. However, even the best agreements can become a source of conflict if not properly...more
Indemnification and advancement clauses are often seen as mere boilerplate language in a company’s governing documents, routinely copied from one form agreement to another. However, advancement clauses may be important...more
Partnership conflicts can arise in any restaurant business, and in some cases, the only solution is expelling a partner. However, removing a business partner is a complex legal process that must be handled carefully to avoid...more
In In re Cadira Group Holdings, LLC (2021 WL 2912479 (Del. Ch. July 12, 2021)), the Delaware Court of Chancery has again shown its inclination to treat an agreement that purports to replace traditional fiduciary duties with...more
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
LLC membership interests are usually straightforward and can determined by simply reviewing the LLC’s operating agreement. The operating agreement typically lists the members. Sometimes the operating agreement will impose...more
The ongoing coronavirus / COVID-19 pandemic has quite literally impacted everyone and everything in New York, including the courts, which were forced to temporarily cease non-essential functions. The result was a short-lived...more
The case of Shapiro v Ettenson ranks as one of the more consequential ones in the realm of New York’s LLC jurisprudence....more
In the end, it wasn’t much of a fight. The case of Huggins v Scott, decided last month by Justice W. Franc Perry of the Manhattan Supreme Court, illustrates anew the well-nigh insurmountable hurdle faced by a minority...more
In 2018, two members of a realty holding LLC sought judicial dissolution based on the death of one of the other members. The operating agreement defines a member’s death as an event of “Dissociation.”...more
On May 2, 2019, Justice Traynor authored a unanimous opinion in which the Supreme Court of Delaware, sitting en banc, reversed a decision by Vice Chancellor Laster of the Delaware Court of Chancery awarding Leaf Invenergy...more