News & Analysis as of

Foreign Entities Business Divorce

Farrell Fritz, P.C.

Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities

Farrell Fritz, P.C. on

It’s not surprising that Vice Chancellor Zurn’s recent, first-impression decision in In re Coinmint, LLC, aligning itself with rulings in many other states including New York, found that Delaware courts lack subject matter...more

Farrell Fritz, P.C.

Business Divorce Alert: Forum Selection Clauses Do Not Confer Subject Matter Jurisdiction in Foreign Entity Dissolution Cases

Farrell Fritz, P.C. on

As I wrote here, in 2016 the Manhattan-based Appellate Division, First Department decided Raharney Capital LLC v Capital Stack LLC, overruling its own precedent and joining appellate rulings by the other Departments holding...more

Farrell Fritz, P.C.

Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC

Farrell Fritz, P.C. on

Many thousands of closely held corporations, limited liability companies, and limited partnerships formed under Delaware law (and, to a much lesser extent, other foreign states) make their home in New York....more

Allen Matkins

Court Lacks Authority To Order Buyout Of Foreign Entities

Allen Matkins on

When one partner or members seeks the dissolution of a California limited partnership or limited liability company, the other partners or members may keep the LP or LLC alive by purchasing, for cash, the interests owned by...more

Farrell Fritz, P.C.

Read This Case. Slap Your Head. Not Too Hard.

Farrell Fritz, P.C. on

Having read thousands of court opinions during my 30+ years as a litigator, I’ve learned to assume that there are things going on beyond what can be gleaned from the court’s written decision, and that these hidden factors may...more

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