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Family Businesses Limited Liability Company (LLC) Business Divorce

Farrell Fritz, P.C.

On Camera: My Recent Video Interview on, What Else, Business Divorce (Part One)

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I recently had the pleasure of being interviewed by Sandra Schulte at the media production studios of the Manhattan Neighborhood Network located near the Javits Center. Sandra, whom I met at a CLE program where I was a...more

Farrell Fritz, P.C.

Appellate Division Construes LLC Law 608 as Giving Voting Rights to a Deceased Member's Estate

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It wasn’t long ago that my partner, Peter Sluka, posted about the Andris case where the Appellate Division, Second Department, reinstated an LLC judicial dissolution proceeding brought by the estate of a deceased member....more

Farrell Fritz, P.C.

Recent Appellate Rulings Address Novel Issues in General Partnership Disputes

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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

Farrell Fritz, P.C.

Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest

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Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more

Farrell Fritz, P.C.

General Partner’s Resignation Triggers Nonjudicial Dissolution of Limited Partnership

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A limited partnership without a general partner cannot lawfully continue. That’s why it’s critical that the limited partnership agreement thoughtfully address general partner succession and, when triggered, the agreement’s...more

Farrell Fritz, P.C.

Winter Case Notes: Tax Estoppel (Not) to the Rescue and Other Decisions of Interest

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The New York Times yesterday published an article entitled Climate Change Enters the Therapy Room discussing persons suffering from “climate anxiety.” As a northeasterner, the frigid, snow-blessed, ground-freezing winter...more

Farrell Fritz, P.C.

The Doctrine of Tax Estoppel in Ownership Status Disputes

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Ownership status in a closely-held business is the first and most vital box almost every business divorce petitioner must check....more

Farrell Fritz, P.C.

Court Cancels Capital Call For Want of a Postage Stamp

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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

Farrell Fritz, P.C.

Summer Shorts: Business Divorce Cases From Across the Country

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Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more

Farrell Fritz, P.C.

Court Enforces LLC Agreement’s “Naked” Expulsion Clause

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Don’t Miss the 2020 LLC Institute Virtual Meeting! It’s that time of year again, when leading experts and practitioners in the field of closely held business entities gather for the LLC Institute’s spectacular CLE program....more

Farrell Fritz, P.C.

Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest

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There’s tremendous diversity from state-to-state when it comes to statutory and judge-made law in business divorce cases. The basic fact patterns one sees in cases from across the country, however, don’t vary nearly as much....more

Farrell Fritz, P.C.

Disputes Over Member Status Continue to Roil the LLC Waters

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I don’t know if empirical studies have been done comparing the relative frequency or ratio of disputes and litigation over member status in LLCs versus shareholder status in close corporations. My impression as an avid...more

Farrell Fritz, P.C.

Death of Limited Partner Disarms Derivative Action

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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

Farrell Fritz, P.C.

Top Ten Business Divorce Cases of 2019

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This year’s list offers a good mix of business entities: six involve disputes among LLC members, two involve law firms organized as limited liability partnerships, one involves an accounting firm organized as a professional...more

Farrell Fritz, P.C.

Court Appoints Interim Receiver for LLC, But at What Price?

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The limited liability company did not exist as a legally recognized business entity in New York when I first began handling business divorce cases in the 1980s. Decades later, the LLC is “King of the Hill,” having displaced...more

Farrell Fritz, P.C.

Trouble Down on the Farm: The Importance of Using Experienced Counsel When Forming an LLC

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It’s commonly said there are three things that matter with real estate: location, location, location. Likewise, three things matter when choosing a lawyer to set up a limited liability company: experience,...more

Farrell Fritz, P.C.

Sue for Dissolution – Get Sued for Defamation?

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It’s simply in the nature of things that business divorce litigants tend to accuse one another of all manner of heinous, dastardly misdeeds. Phrases like “oppression,” “fraud,” “deceit,” “theft,” “siphoning” of assets,...more

Farrell Fritz, P.C.

Winter Case Notes: Oppression of the “Gifted” Minority Shareholder and Other Recent Decisions of Interest

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Notwithstanding we’ve had no more than a dusting of snow thus far in my downstate New York neck of the woods, welcome to another edition of Winter Case Notes in which I visit my backlog of recent court decisions of interest...more

Farrell Fritz, P.C.

Top Ten Business Divorce Cases of 2018

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I’m very pleased to present my 11th annual list of this past year’s ten most significant business divorce cases. This year’s list includes four important appellate decisions, including one likely to stand as a landmark...more

Farrell Fritz, P.C.

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

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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

Farrell Fritz, P.C.

Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

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Much digital ink has been spilled on this blog and elsewhere (Tom Rutledge’s terrific article can be read) concerning the ability of LLC controllers to adopt or amend an operating agreement without the consent of all members....more

Farrell Fritz, P.C.

Stock Pledge Agreement Defeats Minority Shareholder’s Standing to Sue for Statutory But Not Common-Law Dissolution

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Last week, this blog wrote about a decision by Manhattan Commercial Division Justice Saliann Scarpulla in the burgeoning Yu family melee, in that case pitting one brother against the other and their sister over dissolution of...more

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