Topic
LLC Dissolution
98 published works
New York Business Divorce
When It Talks Like a Member, Walks Like a Member, Acts Like a Member… But Isn’t a Member: First Impression Chancery Decision Rules on Estate’s Exercise of Member Rights “For Proper Purpose”
This week's New York Business Divorce post features a Delaware Chancery Court post-trial decision of first impression discussing the extent of an Estate’s exercise of member rights for a “proper…
New York Business Divorce
Did Chancery Court Just Crack Open the Door to Equitable Dissolution of LLCs?
Delaware Chancery Court's contractarian approach to all things LLC, embedded statutorily in Section 18-1101(b) of the Delaware LLC Act ("It is the policy of this chapter to give the maximum…
It's Just Business
Business Court Gives Maggie Valley’s Ghost Town in the Sky More Time to Scare up Some Investors
A member seeking to dissolve an LLC which owns a mothballed amusement park in Maggie Valley, North Carolina, didn’t have a “ghost of a chance” to close out a struggling,…
Commercial Case Notes
Breakdown in LLC Members’ Relationship Does Not Justify Dissolution
By John Lundin
On May 14, 2024, Justice Borrok of the New York County Commercial Division issued a decision in Matter of Ruham, 2024 NY Slip Op. 31863(U), holding that a complete breakdown…
New York Business Divorce
The Legal Ramen-ifications of Dissolving a New York LLC Over Noodle Choices
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?
New York Business Divorce
The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases
This week's New York Business Divorce looks at the courts' powers to order equitable remedies short of dissolution in judicial dissolution cases involving LLCs, featuring a highly unusual case from…
New York Business Divorce
Has the Time Come for New York to Follow Delaware and Officially Pronounce Deadlock as Ground for LLC Dissolution?
Two-member, 50/50 LLCs are natural fodder for deadlock. This week's New York Business Divorce questions whether New York's standard for LLC dissolution takes too narrow an approach to deadlock.
New York Business Divorce
And a Time to Every Purpose Under . . . the Operating Agreement?
A recent Commercial Division ruling involving a realty holding LLC unable to develop its property raises interesting questions about whether the LLC can achieve its stated purpose under the standard…
New York Business Divorce
Contrived LLC Deadlock Doesn’t Cut the Delaware Dissolution Mustard
One of the more interesting defenses in judicial dissolution cases alleging deadlock is that the petitioner itself contrived or manufactured the deadlock for the purpose of achieving dissolution. It's a…
New York Business Divorce
Swing and a Miss: Unopposed LLC Dissolution Claim Denied
In this week's New York Business Divorce, a would-be LLC dissolution plaintiff goes down swinging on an unanswered complaint within an unopposed motion for a default judgment, just the latest…