News & Analysis as of

Operating Agreements Business Divorce Closely Held Businesses

DarrowEverett LLP

Strong Operating Agreement Is Best Defense (and Offense) For Founders

DarrowEverett LLP on

Founding a business with a partner is similar to getting married in many ways; it is a long-term commitment with your financial future and livelihood at stake. Unfortunately, business partners often stop getting along at...more

Farrell Fritz, P.C.

Fact Issues and Credibility Determinations on Injunction Motions

Farrell Fritz, P.C. on

Almost exactly one year ago, we wrote about the go-to line of New York case law for business divorce litigants hoping to secure injunctions: a substantial and ever growing body of authority holding that involuntary loss or...more

Robson & Robson, P.C.

Civil RICO In Pennsylvania Business Divorce Cases: A Hammer Without A Nail?

Robson & Robson, P.C. on

When legal disputes between owners of closely held companies turn the corner past “Let’s resolve this issue without litigation” and head toward “See you in court,” the owners and their lawyers typically begin jockeying for...more

Farrell Fritz, P.C.

Federal Courts Wade Into Business Divorce: Recent Decisions of Interest

Farrell Fritz, P.C. on

Our federal courts by and large are not hospitable to business divorce litigation. The two mainstays of the federal courts’ limited subject matter jurisdiction — federal question and diversity of citizenship — typically are...more

Farrell Fritz, P.C.

Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating...

Farrell Fritz, P.C. on

The universe works in mysterious ways. Four days ago, when I sat down to write this article, my plan was to feature a decision from Manhattan Commercial Division Justice Andrea J. Masley denying dismissal of a closely-held...more

Farrell Fritz, P.C.

Anti-Dissolution Provisions and Public Policy

Farrell Fritz, P.C. on

In Congel v Malfitano, New York’s highest court wrote that business partners are free to include in partnership contracts practically “any agreement they wish,” including about “the means by which a partnership will dissolve,...more

Farrell Fritz, P.C.

Too Little, Too Late: Court Sides with Ousted Member, but Denies Preliminary Injunction Undoing Termination

Farrell Fritz, P.C. on

We often cover preliminary injunctions on the pages of this blog because they are a powerful tool in the business divorce litigator’s toolbox: they force court action early in the case, they can protect rights that are...more

Farrell Fritz, P.C.

The Money’s There But Out of Reach for the Minority LLC Member

Farrell Fritz, P.C. on

Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more

Farrell Fritz, P.C.

Who Decides Disputed Valuation Under LLC Agreement’s Buy-Out Provision: Arbitrator or Appraiser?

Farrell Fritz, P.C. on

It’s not unusual to find buy-out provisions in shareholder and operating agreements that commit the pricing of the buy-out to the “final and binding” determination of one or more appraisers. The same agreements also may...more

Farrell Fritz, P.C.

The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations, Revisited

Farrell Fritz, P.C. on

In 2011 and 2012, the New York Court of Appeals decided a series of difficult cases addressing the circumstances under which a contractual waiver or release included in a buyout or other agreement between co-owners of closely...more

Farrell Fritz, P.C.

An Extreme Case of Petitioner’s Remorse

Farrell Fritz, P.C. on

Many business divorce practitioners are familiar with a phenomenon one might call “petitioner’s remorse” – an often abrupt abandonment of one’s desire to dissolve a closely-held business entity when the opposing party...more

Farrell Fritz, P.C.

How to Resolve Competing Estate Plans of an LLC Owner with a Double Life

Farrell Fritz, P.C. on

Corporate shareholder and LLC operating agreements routinely contain provisions addressing the transfer of equity interests upon the death of an owner of a closely-held business. Such provisions are vital for succession...more

Farrell Fritz, P.C.

Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC

Farrell Fritz, P.C. on

Many thousands of closely held corporations, limited liability companies, and limited partnerships formed under Delaware law (and, to a much lesser extent, other foreign states) make their home in New York....more

Farrell Fritz, P.C.

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

Farrell Fritz, P.C. on

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

14 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide