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No Oppression Statute, No Forced Exit: The New York LLC Member’s Playbook

By Jay R. McDaniel on June 6, 2026
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New York highlighted, Mizrahi v. Cohen equitable buyout


Key Takeaways:

  • New York gives an oppressed LLC member no oppression statute. LLC Law § 702 is the sole route to judicial dissolution, and the courts apply it more strictly than the corporate oppression standard — exclusion from management, unpaid distributions, and member discord do not, by themselves, state a claim.
  • The two grounds that survive are failed purpose and financial infeasibility, both measured against the operating agreement. Facts that fit those prongs win; freeze-out facts dressed up as dissolution claims get dismissed at the pleading stage.
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  • Posted in:
    Business and Commercial
  • Blog:
    The Business Divorce Law Report
  • Organization:
    Jay R. McDaniel
  • Article: View Original Source

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