Operating Agreements, Minority Shareholders, Business Divorce

California Business Divorce: You Might Have to Get a Business Divorce in Delaware Without a Jury

Stradling Yocca Carlson & Rauth on 8/21/2025

If your company documents require disputes to be litigated in the Delaware Court of Chancery, you may have to resolve your business divorce without a jury trial, even if California law would otherwise guarantee one....more

Prudent Management or Financial Starvation: Can Minority Members Compel the Majority to Make Distributions?

Farrell Fritz, P.C. on 8/19/2024

“It all started when the distributions stopped.” In my travels as a business divorce litigator, I’ve seen many disputes between LLC co-owners that begin with that message. A minority owner is content to remain a “silent...more

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

Farrell Fritz, P.C. on 8/12/2024

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

But What of the Equitable Accounting?

Farrell Fritz, P.C. on 3/21/2022

I can’t say what the number is, but my own experience tells me that a significant percentage of lawsuits by a minority owner of a closely-held company against those in control of the company include a demand for an...more

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

Farrell Fritz, P.C. on 4/19/2021

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

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

Farrell Fritz, P.C. on 10/8/2018

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

LLC Member Expulsion: What Hath Shapiro Wrought?

Farrell Fritz, P.C. on 2/28/2018

Unlike the LLC statutes in many other states, New York’s LLC Law does not authorize the LLC or any of its members to seek judicial expulsion of another member, no matter how egregious the member’s behavior. As the Appellate...more

Operating Agreements › Minority Shareholders › Business Divorce