Shareholders, Business Disputes, Limited Liability Company (LLC)

Texas LLCs, Corporations: Act Now to Secure New Business Protections from 2025 Legislative Reforms

Hendershot Cowart P.C. on 7/21/2025

Major changes to Texas Business Organizations Code enacted during this summer’s legislative session provide unprecedented protection for management decisions and business disputes – but only if you amend your governing...more

Veil Piercing, Revisited

Butler Snow LLP on 7/21/2025

In 2020, when we last blogged on corporate veil piercing in Tennessee, we matter-of-factly said, “[t]he law in Tennessee on ‘piercing the corporate veil’ has not substantially changed” since previous blogs. Well, that’s no...more

UK: A remedy of last resort: High Court orders winding up of company on just and equitable ground

Hogan Lovells on 6/6/2025

In the recent case of Dosanjh v Balendran, the High Court granted an order for the winding up of a company on the just and equitable ground following a petition by one of the company’s two shareholders. Winding up has been...more

Court Finds Usurpation Of LLC Opportunity To Be Derivative

Allen Matkins on 10/21/2024

My last few posts have been devoted to the Court of Appeal's opinion in Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024). The case relates to the plaintiff's "decade-long litigation...more

Special Considerations for Law Firm Breakups

Farrell Fritz, P.C. on 7/8/2024

Just a few weeks ago, I commented on a recent uptick in disputes centered on the breakup of professional services firms. In those disputes, we expect that the demands of the legal, accounting, and medical professions draw...more

Top 10 Business Divorce Cases of 2023

Farrell Fritz, P.C. on 12/27/2023

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

Proceed with Caution: Strategy Considerations Before Making a Books and Records Demand

Farrell Fritz, P.C. on 11/20/2023

The books and records demand often is the opening act in business divorce litigation. The relatively low burden that an owner must meet in order to obtain access to a company’s books and records, and the availability of an...more

What to Do When Your Distribution Checks Stop Arriving

Epstein Becker & Green on 10/23/2023

For months, if not years, you received distribution checks from the business in which you own an interest. The funds came without question and like clockwork. You relied on them. Then suddenly, they stopped coming. Is this...more

First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement

Farrell Fritz, P.C. on 4/10/2023

In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more

Ain’t Nothing Like The Real Thing

Robson & Robson, P.C. on 2/10/2023

In Pennsylvania, Manufactured Deadlocks are Unlikely to Trigger Judicial Dissolution - In disputes among the owners of a closely held company, involuntary judicial dissolution is the nuclear option....more

Business Divorce, Brooklyn Style

Farrell Fritz, P.C. on 7/5/2022

The pictured architectural rendering of the sunlit Kings County Supreme Courthouse at 360 Adams Street, completed in 1957, doesn’t quite capture the reality of its dour, hulking presence in downtown Brooklyn. Its design...more

Enforceability of Oral Operating, Shareholder, and Partnership Agreements

Farrell Fritz, P.C. on 8/24/2020

Oral agreements – and oral modifications of written agreements – are a constant source of litigation in business divorce cases. Alleged oral agreements are subject to attack based upon legal enforceability – as well as their...more

Turmoil Follows Involuntary Transfers of LLC Membership Interests

Farrell Fritz, P.C. on 4/22/2020

LLC enabling legislation swept the country in the late 1980s through the mid 1990s. By the turn of the century we saw a trickle of litigation working its way through the courts involving disputes among LLC co-owners. A decade...more

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