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Operating Agreements Business Ownership Business Litigation

Patton Sullivan Brodehl LLP

Another LLC Attorney Disqualified Due to “Conflict of Authority”

A prior LLC Jungle post covered the Court of Appeal’s seminal opinion in the Jarvis v. Jarvis case here: Why Having “Co-Managers” for Your LLC is a Terrible Idea. In the Jarvis case, the Court of Appeal affirmed the...more

Farrell Fritz, P.C.

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

Farrell Fritz, P.C. on

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

ArentFox Schiff

How Boilerplate Agreement Advancement Clauses Can Transform Ownership Disputes

ArentFox Schiff on

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

Farrell Fritz, P.C.

Stated Purpose vs. Stated Problem: Court Sticks to the Script for LLC Dissolution

Farrell Fritz, P.C. on

It’s been 15 years since the Second Department’s decision in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121, 2010 NY Slip Op 00688 (2d Dept Jan. 26, 2010), which established the standard for judicial dissolution of limited...more

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

Farrell Fritz, P.C.

The Little Buy-Sell That Could

Farrell Fritz, P.C. on

With apologies to the pseudonymous children’s book author Watty Piper, this is the story of a humble buy-sell provision in a family-owned LLC’s operating agreement that temporarily ran out of steam in the lower court, only to...more

Farrell Fritz, P.C.

Top 10 Business Divorce Cases of 2023

Farrell Fritz, P.C. on

Some years are easier than others to select the most significant business divorce cases. In this, the 16th year I’ve published this top-10 list, the task is made especially difficult by a veritable flood of court decisions...more

Robson & Robson, P.C.

Claiming Ownership Of A Company? You Better Have The Receipts

Robson & Robson, P.C. on

Over the past few years, the term “receipts” has entered the pop culture lexicon to mean something broader than its traditional definition of a document that acknowledges either the receiving of a product or service, or money...more

Farrell Fritz, P.C.

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

Farrell Fritz, P.C. on

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.

It Takes Two to Remove a Tiebreaker

Farrell Fritz, P.C. on

“I don’t get no respect” was a famous Rodney Dangerfield comedy routine. It also could be ascribed albeit less comedically to tiebreakers assigned the often thankless task of resolving deadlock between 50/50 owners or...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

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