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Membership Interest

Farrell Fritz, P.C.

Top 10 Business Divorce Cases of 2024

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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

Farrell Fritz, P.C.

Appellate Division Construes LLC Law 608 as Giving Voting Rights to a Deceased Member's Estate

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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

Farrell Fritz, P.C.

Appellate Division Construes LLC Law 608 as Giving Voting Rights to a Deceased Member’s Estate

Farrell Fritz, P.C. on

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

Freiberger Haber LLP

Individual Membership Interests In An LLC Does Not Equate to Individual Ownership Interest In Real Property Owned By The LLC For...

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Partition is “the act or proceeding by which co-owners of property cause it to be divided into as many shares as there are owners, according to their interests therein, or if that cannot be equitably done, to be sold for the...more

Latham & Watkins LLP

SEC Reels in Fishy NFT Project

Latham & Watkins LLP on

In its third action involving NFTs, the SEC targets a restaurant membership token tied to fundraising and promises of potential price appreciation for buyers....more

Farrell Fritz, P.C.

Conditional Grants of Membership Interests Are a Roadway to Courtroom Conflict

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In the world of business divorce litigation, this summer saw everything but a slowdown.  We witnessed (and blogged about) Justice Crane cap a long-running fair value proceeding with helpful guidance on appraisals and...more

Farrell Fritz, P.C.

Prudent Management or Financial Starvation: Can Minority Members Compel the Majority to Make Distributions?

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“It all started when the distributions stopped.”  In my travels as a business divorce litigator, I’ve seen many disputes between LLC co-owners that begin with that message.  A minority owner is content to remain a “silent...more

Rivkin Radler LLP

Partnership Transactions Lacking Economic Substance or Business Purpose: Investor Beware

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Assume that X and Y agree to the following: X will transfer ownership of Prop to Y, and Y will transfer cash to X. What just happened? Obviously, X has sold Prop to Y. If the amount of cash that X receives is greater than...more

Farrell Fritz, P.C.

Crossing the Hudson: Recent Business Divorce Decisions from Yonder States

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Folks who’ve been following this blog for years know that periodically I like to venture beyond New York’s borders to find and report on interesting decisions from other states in business divorce cases....more

Latham & Watkins LLP

Wyoming Adopts New Legal Structure for DAOs

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The legislation allows decentralized autonomous organizations to gain legal entity status and operate within the bounds of applicable law. ...more

Mayer Brown

Europe's Highest Court Affirms 'Broad' Opportunities for Intervention by Professional Associations

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Introduction - Allowing third parties to intervene in front of judges raises several issues of fundamental importance. For example, the need for decision makers to have access to all relevant information, and the...more

Farrell Fritz, P.C.

The Perils of Indeterminate LLC Membership Interests, Redux

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Capital contributions by business owners are the lifeblood of any newly formed business entity. Typically the lifeblood consists of cash, but not always. In many instances the contribution may consist of tangible (e.g., real...more

Farrell Fritz, P.C.

Top 10 Business Divorce Cases of 2023

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Some years are easier than others to select the most significant business divorce cases. In this, the 16th year I’ve published this top-10 list, the task is made especially difficult by a veritable flood of court decisions...more

Farrell Fritz, P.C.

Judicially Expelled Member Pays Heavy Price For Abandoning LLC

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Last month, in Flor v Greenberg Farrow Architectural Inc., a three-judge panel of the New Jersey Appellate Division handed down an opinion with important lessons for business owners and practitioners in states that have...more

Farrell Fritz, P.C.

Proceed with Caution: Strategy Considerations Before Making a Books and Records Demand

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The books and records demand often is the opening act in business divorce litigation. The relatively low burden that an owner must meet in order to obtain access to a company’s books and records, and the availability of an...more

Winstead PC

Entity Formation as a Process: The Strategic Importance of Carefully Drafting Limited Liability Company Agreements Before Forming...

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From early-stage startups to seasoned enterprises, businesses eventually form at least one legal entity to carry out their operations. Down the road, as opportunities arise for a business to expand, acquire others, merge, or...more

Dickinson Wright

Tax Issues in Issuance or Repurchase of Equity in Physician and Other Practice Groups

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Adverse tax issues can arise for physicians and other professional practice groups interested in issuing equity to attract and retain junior physicians. If equity is issued at below fair market value, the new equity owner...more

Farrell Fritz, P.C.

Use Caution When Amending Your Operating Agreement Without Unanimous Consent

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In my experience, most operating agreements of New York LLCs include a provision barring amendments unless made in writing and executed by all members. Such provisions are especially prevalent with smaller, member-managed...more

Stradling Yocca Carlson & Rauth

The Unexpected Complexities of Transferring an Ownership Interest in a Limited Liability Company – And How to Navigate Them

Limited Liability Companies (LLCs) are a common business structure. Combining the best elements of corporations and partnerships, LLCs offer liability protection while maintaining operational flexibility....more

Rivkin Radler LLP

Partnership Losses But No Outside Basis? Too Bad

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Losses Weren’t Always Bad- Most tax advisers are aware that, prior to the Tax Reform Act of 1986 (the “TRA”),[i] the Code placed few limitations on the ability of an individual taxpayer to use deductions from a particular...more

Holland & Hart LLP

Continuing Reporting Obligations Under the Corporate Transparency Act: You're Never Done

Holland & Hart LLP on

Most smaller businesses newly formed or registered to do business in the United States will soon be required to file their initial beneficial ownership report with the federal Financial Crimes Enforcement Network (FinCEN),...more

Farrell Fritz, P.C.

Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach...

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Someday, perhaps, I’ll find the comedic inspiration to come up with a joke that begins, “An LLC, a partnership, and a close corporation walk into a bar . . ..” Until then, I’ll have to satisfy myself with writing about an...more

Rivkin Radler LLP

Can You Be Sure You’ve Left New York Before The Sale of Your Business? Will It Matter?

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Hasta La Vista N.Y.- Wealthy individuals continue to leave New York for tax friendlier jurisdictions. Be Prepared- Some of these taxpayers take a very methodical approach toward planning for their departure. They...more

McDermott Will & Emery

Buehler Doesn’t Get a Day Off from Double Taxation

McDermott Will & Emery on

The California Office of Tax Appeals (OTA) recently held that a California resident’s income tax paid to Massachusetts from the sale of his membership interest in a limited liability company (LLC) doing business in...more

Farrell Fritz, P.C.

Operating Agreement Trumps Postnup in High Stakes Battle Over Transfer of LLC Interest

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Husband owns 99% membership of manager-managed LLC. Children own remaining 1%. Postnuptial agreement says husband’s “interest” in LLC goes to wife. LLC agreement says any transferee is not admitted as a member absent the...more

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