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Farrell Fritz, P.C.

Summer Shorts: A Trio of Recent Decisions of Interest in LLC Member Disputes

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Welcome to this 15th annual edition of Summer Shorts. This year’s edition features brief commentary on a trio of recent decisions by New York courts in business divorce cases, all involving LLCs, including: A relatively...more

Farrell Fritz, P.C.

A Case of LLC Withdrawal Symptoms

Farrell Fritz, P.C. on

I was especially drawn to the case I’m about to introduce involving LLC member withdrawal, owing to the Jacobs v Cartalemi case that I litigated to a successful conclusion about two years ago, also involving member...more

Farrell Fritz, P.C.

Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member

Farrell Fritz, P.C. on

What makes someone a member of an LLC? It’s a question that frequently arises in business divorce cases involving LLCs that have no written operating agreement much less certificated membership interests. ...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.

The Purposeless Purpose Clause Makes a Comeback — Or Does It?

Farrell Fritz, P.C. on

The test for judicial dissolution of LLCs under LLC Law § 702, as laid down in 1545 Ocean Avenue, initially asks whether the managers are unable or unwilling to reasonably permit or promote realization of the LLC’s “stated...more

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