Topic
LLC Dissolution
98 published works
New York Business Divorce
Court Puts LLC Out of Its Misery, Contractually
This week's New York Business Divorce spotlights an interesting and unusual LLC dissolution case in which Justice Thomas Whelan upheld grounds for contractual as opposed to judicial dissolution. It's one…
New York Business Divorce
Did Anyone Tell the Judge the Business Corporation Law Doesn’t Apply to LLC Dissolution?
The Appellate Division's landmark ruling in the 1545 Ocean Avenue case sharply demarcated the different statutes and different grounds available for judicial dissolution of LLCs and closely held corporations. So…
New York Business Divorce
Transfer of LLC’s Assets to Subsidiary Triggers Unintended Dissolution
This week's New York Business Divorce highlights a fascinating case involving a chain of walk-in airport spas known as XpresSpa, in which Justice Melvin Schweitzer recently ruled that the structuring…
Delaware Corporate & Commercial Litigation Blog
Delaware Court Orders Auction of Philadelphia Newspaper Company
In Re Interstate General Media Holdings, LLC, C.A. No. 9221-VCP (Del. Ch. Apr. 25, 2014). Why This Decision Is Notable: The Delaware Court of Chancery determined that a private auction was…
Delaware Corporate & Commercial Litigation Blog
Chancery Allows Union to Intervene in Philadelphia Newspaper Litigation
In re Interstate General Media Holdings, LLC, C.A. No. 9221-VCP (Del. Ch. April 7, 2014). Noteworthy aspects of this decision: On a substantive level, this case is about a dissolution pursuant to…
New York Business Divorce
Novel Ruling on Advancement in LLC Dissolution Case “Levels the Playing Field”
Justice Stephen Bucaria's recent decision in PFT Technology LLC v. Wieser is one of only a handful of rulings by New York courts addressing the right to advancement of legal…
Delaware Chancery Law Blog
Dissolution of a Delaware Limited Liability Company
Prior posts have addressed the dissolution of Delaware corporations under the Delaware General Corporation Law. This post will focus on the standard for obtaining a court-ordered dissolution of a Delaware…
New York Business Divorce
Appellate Court Orders Equitable Buy-Out in LLC Dissolution Case
A decision last week by the Appellate Division, Second Department, in Mizrahi v. Cohen ordered a buy-out of a 50% LLC member by the other 50% member as an equitable…
New York Business Divorce
“But I Did Nothing Wrong!” No Defense to Involuntary Dissociation of LLC Member
A recent New Jersey appellate ruling upheld the expulsion of an LLC member whose conduct, even if not wrongful, almost caused the collapse of the business involving an overseas medical…
New York Business Divorce
Is Exclusion from LLC Enough for Dissolution?
In contrast to close corporations, the freeze-out of an LLC's minority member, without more, does not suffice to plead a valid claim for judicial dissolution, according to an appellate ruling…