Shareholders, Operating Agreements, Business Divorce

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

Farrell Fritz, P.C. on 7/7/2025

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

How Boilerplate Agreement Advancement Clauses Can Transform Ownership Disputes

ArentFox Schiff on 6/26/2025

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

Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

Farrell Fritz, P.C. on 2/26/2024

In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Within that category are many...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

The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases

Farrell Fritz, P.C. on 10/23/2023

New York courts are not in the vanguard when it comes to devising less drastic, alternative remedies in LLC judicial dissolution cases. In their defense, there’s nothing in Article 7 of New York’s LLC Law that expressly...more

Summer Shorts: Equitable Contribution, Stock Redemption, and Other Recent Decisions of Interest

Farrell Fritz, P.C. on 7/31/2023

Welcome to the 13th annual edition of Summer Shorts. This year’s edition features brief commentary on five recent decisions by New York courts in a variety of business divorce cases involving equitable contribution among...more

Summer Shorts: Business Divorce Cases From Across the Country

Farrell Fritz, P.C. on 8/30/2021

Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more

When It Comes to Transfers of Ownership Interests, Where There’s a Will There’s Not Always a Way

Farrell Fritz, P.C. on 8/9/2021

My partner Frank McRoberts recently posted about two New York cases, one involving an LLC and the other a close corporation, in which the courts resolved conflicts between, on the one hand, provision in the...more

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

Farrell Fritz, P.C. on 2/15/2021

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

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

Lessons From a Trio of Dysfunctional Buy-Sell Agreements

Farrell Fritz, P.C. on 7/2/2018

Three recent court decisions from three different states — New York, Pennsylvania, and Alabama — add to the rogue’s gallery of valuation cases stemming from poorly conceived and/or poorly implemented buy-sell agreements among...more

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