A recent decision from Manhattan Commercial Division Justice Robert R. Reed explores some of the mighty defensive powers, and some of the practical limits, of the Section 1118 buyout election in corporation judicial dissolution proceedings.Section 1118 of the Business
The BCL § 1118 buyout election is a mighty litigation tool, capable of thwarting judicial dissolution, capable even of thwarting an injunction. But it is not a panacea. Read about the powers and limitations of the statutory buyout election in
Just a few weeks ago, Frank McRoberts authored a post titled, “The Pick-Your-Partner Principle.” It featured a more-than-decade old case about the dissolution of a real estate partnership and emphasized the fundamental principle that no partner can be
While the distinction between a partner and an economic interest holder is conceptually sound, a recent decision from the Second Department shows how an assignee of an economic interest can be left not only out of the boardroom, but also
Put on your Member B hat in the following not-so-hypothetical fact pattern:Member A and Member B form a Delaware LLC to invest in a third-party biotech company. Member A presents Member B with an operating agreement under which:
This week’s NYBD visits a recent Delaware Chancery Court decision involving, the Court wrote, a “poorly drafted” LLC agreement with “lamentable” consequences for one side that the parties “must live with.”
Fiduciary duty claims between closely-held business owners are commonplace in litigation before the Commercial Division. A decision last fall from Suffolk County Commercial Division Justice James C. Hudson in Matter of Lehan v Montgomery serves as a professorial primer on
New York appellate case law invariably holds that a closely-held business owner lacks a direct property interest or right in the entity’s underlying real estate asset to support a Notice of Pendency. But in this week’s New York Business Divorce,
When cash never hits the books, can an accounting still deliver meaningful relief? A recent decision offers answers—and warnings.
In settlement agreements, a valid release serves as a critical mechanism for resolving disputes between parties. By its terms, a release is intended to extinguish all claims, both those that are known and unknown to the parties at the time
