News & Analysis as of

Dissolution Limited Liability Company (LLC)

Summer Shorts: Three Must-Read Decisions

by Farrell Fritz, P.C. on

Regular readers of this blog know it’s been anything but summer doldrums in the world of business divorce, what with case law developments such as the Appellate Division’s potentially far-reaching ruling on the purposeless...more

Tenth Circuit Upholds Confirmation Of Arbitral Award In LLC Dissolution Dispute

by Carlton Fields on

The Tenth Circuit recently affirmed a district court’s confirmation of an arbitration award in a dispute regarding the dissolution of Knowledge Strategy Solutions, LLC (“KSS”). KSS was a partnership between the professional...more

It’s a Partnership! No, It’s an LLC! No, It’s Both!

by Farrell Fritz, P.C. on

In 1981, three partners formed a general partnership to own and operate a rental property. Their partnership agreement fixed a 30-year term, to 2011. In 2003, the partners formed a new LLC maintaining the same ownership...more

Episode 013: Interview with Justice Carolyn E. Demarest (Ret.) on Business Divorce Litigation

by Farrell Fritz, P.C. on

During her many years as Presiding Justice of the Brooklyn Commercial Division, New York Supreme Court Justice Carolyn E. Demarest (Ret.) decided some of the most important and challenging business divorce matters including...more

A Pair of Unbrotherly Business Altercations Go to Trial

by Farrell Fritz, P.C. on

Like most civil cases, the vast majority of business divorce disputes get resolved before trial, which is disappointing for us voyeurs since only at trial with live witnesses undergoing cross examination does one get the full...more

Court Of Chancery Grants Dissolution On Conditions

by Morris James LLP on

This is an interesting decision in a small case. The Court granted the request to dissolve a Delaware entity in deadlock, but conditioned that dissolution on an agreement not to use the fact of dissolution in another...more

Tennessee Business Court Accepts “Bad Faith Defense” to Dissolution of Dysfunctional LLCs

by Butler Snow LLP on

The Tennessee Business Court, a pilot project (1) (2) (3), has continued dealing with the resolution of business disputes, many of which involve fractious arguments between LLC members. Some disgruntled members pursue damages...more

What is Business Divorce?

by Morris James LLP on

Most times, a business divorce is exactly what you think it is: a legal proceeding in which two or more business partners sever their business relationship. While on its face it is “just business,” the business divorce often...more

What Vote Should Be Required To Pull The Plug On An LLC?

by Allen Matkins on

There are three paths to dissolution under California’s Revised Uniform Limited Liability Company Act (RULLCA). First, an event of dissolution set forth in a written operating agreement or the articles of organization may...more

Court Of Chancery Orders Dissolution Despite LLC Agreement Bar

by Morris James LLP on

This decision may answer the question of whether an LLC Agreement’s bar of dissolution without a member’s consent trumps the statutory remedy of court-ordered dissolution when the entity’s purpose cannot be achieved any...more

Court Of Chancery Permits Equitable Dissolution

by Morris James LLP on

In this precedent-setting decision, the Court upholds the right of an assignee of an LLC interest to petition for its dissolution....more

Limited Liability Company Members May Be Held Liable After a “De Facto” Dissolution of the Entity

by Low, Ball & Lynch on

Court Of Appeal, Fourth Appellate District (October 7, 2014)- One of the advantages of the Limited Liability Company (“LLC”) structure is, not surprisingly, that it generally limits the liabilities of its Members. One...more

The Expansive Breadth and Scope of Arizona’s New Revised Uniform Arbitration Act

by Snell & Wilmer on

Recently, the Arizona Court of Appeals determined that under the 2010 Arizona Revised Uniform Arbitration Act, A.R.S. §12-3001, et seq. (the AZ-RUAA), a contractual agreement to arbitrate extends to: (i) arbitration of claims...more

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