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....more
Loyal readers of this blog may recall the powerful victory my firm’s client won in 2021 in Farro v Schochet, where the Appellate Division, Second Department broke new ground by holding inapplicable to LLC freeze-out mergers...more
1/13/2026
/ Business Litigation ,
Fiduciary Duty ,
Freeze-Out Mergers ,
Limited Liability Company (LLC) ,
Membership Interest ,
Merger Agreements ,
Merger Challenges ,
Motion to Dismiss ,
New York ,
Operating Agreements ,
Summary Judgment
Welcome to our 18th annual edition of the Top 10 business divorce cases featured on this blog over the past year.
This year’s selections include a split decision by the New York Court of Appeals in a fascinating case...more
12/29/2025
/ Appellate Courts ,
Business Divorce ,
Business Entities ,
Business Litigation ,
Buy-Sell Agreements ,
Contract Disputes ,
Delaware ,
Dispute Resolution ,
Dissolution ,
Limited Liability Company (LLC) ,
Litigation Strategies ,
Operating Agreements ,
Ownership Interest ,
Shareholder Rights
In recent years this blog has closely followed caselaw developments concerning the powers of estate representatives of deceased LLC members to exercise member rights under Section 608 of the LLC Law....more
California lawyer and publisher of The LLC Jungle blog, Kevin Brodehl, recently posted about an interesting decision earlier this month by a California intermediate appellate court in a case called Meads v Driggers....more
John’s of 12th Street in the East Village is one of Manhattan’s oldest and most storied red-sauce Italian restaurants. Founded in 1908, John’s hosted a speakeasy and was favored by gangsters during Prohibition. In 1922, it...more
Welcome to this 15th annual edition of Summer Shorts. This year’s edition features brief commentary on a trio of recent decisions by New York courts in business divorce cases, all involving LLCs, including:
A relatively...more
This post features Part 2 of a recent two-part program to be later aired on New York City public access cable in which I was interviewed by Sandra Schulte on an array of topics in the business divorce universe. Sandra has...more
I recently had the pleasure of being interviewed by Sandra Schulte at the media production studios of the Manhattan Neighborhood Network located near the Javits Center. Sandra, whom I met at a CLE program where I was a...more
“Down the ridiculous rabbit hole,” “magical math,” “smoke and mirrors,” “sixteen-year charade.” That’s how the plaintiff’s post-trial brief in Becker v Perla described the defendant’s reverse-field disavowal of his sworn...more
It’s a fact that the great majority of multi-owner, closely held business entities are run by working owners. In many if not most instances the working owners realize the financial benefits of ownership primarily in the form...more
Over the years I’ve become less enamored with arbitration as an alternative to litigating complex business cases in court, mostly because the traditional trade-off between abundant due process protections (court) versus...more
In a post I wrote about a dozen years ago, I quoted Ken Adams, blogger and author of A Manual of Style for Contract Drafting, who, commenting on the oft-used contract clause, “Notwithstanding anything to the contrary in this...more
I’ve noticed over the many years since this blog’s launch a disproportionate number of posts concerning disputes among restaurant co-owners. The only explanation I’ve come up with is that first-time, start-up restaurant...more
Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more
With apologies to the pseudonymous children’s book author Watty Piper, this is the story of a humble buy-sell provision in a family-owned LLC’s operating agreement that temporarily ran out of steam in the lower court, only to...more
2/3/2025
/ Appellate Courts ,
Business Litigation ,
Business Ownership ,
Buy-Sell Agreements ,
Buyouts ,
Declaratory Judgments ,
Family Businesses ,
Limited Liability Company (LLC) ,
Operating Agreements ,
Shareholders ,
Summary Judgment
Welcome to our 17th annual edition of the Top 10 business divorce cases featured on this blog over the past year.
This year’s selections buck the trend of previous years in which cases involving limited liability...more
1/6/2025
/ Appellate Courts ,
Breach of Duty ,
Business Disputes ,
Business Divorce ,
Business Litigation ,
Commercial Litigation ,
Judicial Dissolution ,
Limited Liability Company (LLC) ,
Membership Interest ,
Operating Agreements ,
Shareholders' Agreements
There’s a ton of Delaware caselaw enforcing Section 18-1101 (c) of that state’s LLC Act as amended in 2004, authorizing LLC agreements to eliminate the members’ and managers’ liability for breach of fiduciary duty, the only...more
There’s a ton of Delaware caselaw enforcing Section 18-1101 (c) of that state’s LLC Act as amended in 2004, authorizing LLC agreements to eliminate the members’ and managers’ liability for breach of fiduciary duty, the only...more
It wasn’t long ago that my partner, Peter Sluka, posted about the Andris case where the Appellate Division, Second Department, reinstated an LLC judicial dissolution proceeding brought by the estate of a deceased member....more
Some years ago, the question whether New York courts have subject matter jurisdiction over petitions to dissolve foreign business entities garnered much interest amongst business divorce lawyers and on this blog. The debate...more
It wasn’t long ago that my partner, Peter Sluka, posted about the Andris case where the Appellate Division, Second Department, reinstated an LLC judicial dissolution proceeding brought by the estate of a deceased member. ...more
The era of the old-fashioned general partnership long ago petered out, largely displaced by subchapter S corporations and, in the last few decades, limited liability companies, both of which allow pass-through taxation...more
9/23/2024
/ Business Disputes ,
Business Divorce ,
Business Litigation ,
Buy-Sell Agreements ,
Dissolution ,
Family Businesses ,
Limited Liability Company (LLC) ,
Ownership Interest ,
Partnership Agreements ,
Partnerships ,
Spouses
Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more
8/12/2024
/ Bankruptcy Court ,
Bonds ,
Business Disputes ,
Business Divorce ,
Chapter 11 ,
Dissolution ,
Fair Valuation ,
Family Businesses ,
Limited Liability Company (LLC) ,
Minority Shareholders ,
Operating Agreements ,
Partnership Agreements
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 effect to the principle of freedom...more