News & Analysis as of

Derivative Suit Shareholders Limited Liability Company (LLC)

Fox Rothschild LLP

A(nother) Cautionary Tale on the Importance of Operating Agreements

Fox Rothschild LLP on

To practitioners familiar with internal disputes involving closely held companies, the allegations in Lafayette Village Pub, LLC v. Burnham, 2025 NCBC 8, are nothing new. The member running the business (allegedly) made bad,...more

Allen Matkins

Court Finds Usurpation Of LLC Opportunity To Be Derivative

Allen Matkins on

My last few posts have been devoted to the Court of Appeal's opinion in Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024).  The case relates to the plaintiff's "decade-long litigation...more

Farrell Fritz, P.C.

Limo Company Shareholders Can't Hitch a Ride in Derivative Litigation

Farrell Fritz, P.C. on

Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more

Farrell Fritz, P.C.

Business Divorce, Brooklyn Style

Farrell Fritz, P.C. on

The pictured architectural rendering of the sunlit Kings County Supreme Courthouse at 360 Adams Street, completed in 1957, doesn’t quite capture the reality of its dour, hulking presence in downtown Brooklyn. Its design...more

Farrell Fritz, P.C.

Fee Sharing in LLC Derivative Suits: A Common Law Right and a One Way Street

Farrell Fritz, P.C. on

BCL 626 governs shareholder derivative actions, or suits brought by individual shareholders on behalf of, and for injury to, the corporation. Subsection (e) provides that if the plaintiff—the individual shareholder asserting...more

Farrell Fritz, P.C.

IP Disputes Among Private Business Co-Owners Dominate Three Recent Cases

Farrell Fritz, P.C. on

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

Allen Matkins

California’s RULLCA Impossible Pleading Requirement For Derivative Suits

Allen Matkins on

California’s Revised Uniform Limited Liability Company Act requires a member of a domestic or foreign LLC to include two specific allegations in any complaint brought in the right of the company. Failure to include these two...more

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