A New York LLC with a broad, “purposeless” purpose clause and demonstrated financial sustainability is dissolved over . . . the minority owner’s disagreement with the menu?
Farrell Fritz, P.C.
Headquartered in Uniondale, NY, Farrell Fritz provides legal services to corporations and individuals throughout, and beyond, the New York metropolitan region. Our more than 85 attorneys in five offices have built a reputation of excellence in client responsiveness and communication in a diverse range of practice areas.
Since our founding in 1976, our mission has remained steadfast–to bring success to our clients, service to our community, and honor to our profession.
Farrell Fritz, P.C. Blogs
Latest from Farrell Fritz, P.C.
The Chief Administrative Judge’s 2023 Annual Report, the State of the Commercial Division, and Other ComDiv Goings-On
As one might gather from the title of this blog, we here at New York Commercial Division Practice try to make a more-than-occasional point of extolling the virtues of the Commercial Division. From its well-established reputation as a sophisticated, cost-effective,…
New York Appellate Court’s Split Decision Involving Delaware LLC Pits “Harsh” Contractarianism Against “Fundamental Fairness”
In a split 3-2 decision last week, the Appellate Division, First Department, affirmed an order dismissing a claim to enforce an oral buy-out agreement involving a Delaware LLC as barred by the merger clause in a subsequently amended operating agreement…
Making Finders Keepers: Unregistered Broker-Dealers and the Need for Reform
Identifying potential investors is one of the most difficult challenges facing early-stage companies. The range of amounts sought at this stage is typically greater than what could be provided by the founders and friends and family, but below what would…
Affirmation in Lieu of an Affidavit, Now “with the Same Force and Effect”
As of January 1, 2024, the amended CPLR 2106 concerning affirmations provides that
[t]he statement of any person wherever made, subscribed and affirmed by that person to be true under the penalties of perjury, may be used in an action…
Injunction Junction, What’s Your Function?
Commercial litigants often seek the provisional and equitable remedy of a preliminary injunction under Article 63 of the CPLR to protect the client’s rights that are difficult to monetize and quantify. The relief sought typically involves a party restraining from…
Rare as a Dodo: Bifurcation in Business Divorce Trials
In this week’s New York Business Divorce, read about an exceptionally rare find: a bifurcated jury trial in a business divorce dispute.…
And the Award for Most Creative Attempt to Evade a Book Value Buy-Sell Provision Goes To . . .
“Under any standard of value, the true economic value of a business enterprise will equal the company’s accounting book value only by coincidence . . .” says the late business valuation expert and author Shannon Pratt. So why do so…
Stop Blaming the Parents! – The Scope of Parental Liability for a Subsidiary’s Contract
Misbehaving children? Blame the parents, right? Not so in the corporate context, at least according to Manhattan Commercial Division Justice Robert R. Reed in a recent decision, Memorial Sloan Kettering Cancer Ctr., v. Bristol Myers Squibb Co., in which…
Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations
This week’s New York Business Divorce takes a look at the common-law history leading to the enactment of BCL 713 regulating self-interested transactions by corporate directors, along with illustrative synopses of cases applying the statute.…