Williams Mullen Mezzanine Lending Video Series - Episode 4
Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
It’s one of those dismaying rules of law many business owners don’t learn until they litigate. Contrary to popular belief, a business owner lacks a direct ownership interest or property right in the company’s underlying...more
Under California Corporations Code section 17701.02(r), an LLC membership interest includes three components: a transferable interest (right to receive distributions in accordance with the operating agreement); a...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
At New York Business Divorce, schadenfreude is our stock-in-trade. Legal missteps, misconceived strategies, and big losses provide the inspiration we need to keep informing and entertaining ourselves and our audience...more
In Texas, your operating agreement (also called a "Company Agreement") is the defining document that governs how your LLC operates. Unlike corporations, which must follow rigid state-imposed structures, LLC members can agree...more
The umbrella partnership real estate investment trust (UPREIT) structure has been a cornerstone of the modern REIT industry since its introduction in 1992. For property owners, the UPREIT structure provides a path to...more
We’ve recently written on a number of disputes arising out of posthumous transfers of corporate ownership interests, particularly where the transfer documents in question (often times, an estate planning device, e.g., a will...more
A recent decision from one of our favorites, Albany County Commercial Division Justice Richard M. Platkin, is a reminder to would-be assignees of limited partnership interests that without total compliance with the terms and...more
Welcome to WilmerHale’s bulletin on recent trade secret case law and relevant news items. This month’s cases address when a prevailing party on a trade secret misappropriation claim can receive attorney’s fees, the...more
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
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
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
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
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
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
“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
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
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
The legislation allows decentralized autonomous organizations to gain legal entity status and operate within the bounds of applicable law. ...more
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
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
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
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
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
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