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Operating Agreements Judicial Dissolution 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.

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.

Top 10 Business Divorce Cases of 2022

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I’m delighted to present our 15th annual list of the past year’s ten most significant business divorce cases. This year’s list includes decisions by New York’s trial and appellate courts concerning a smorgasbord of...more

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Disguised Agreements and Dissolution

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Appearances can be deceiving. - That, essentially, was the argument made in two recently decided cases involving claims for judicial dissolution. ...more

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Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities

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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

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Summer Shorts: Business Divorce Cases From Across the Country

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Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more

Farrell Fritz, P.C.

A Case of LLC Withdrawal Symptoms

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I was especially drawn to the case I’m about to introduce involving LLC member withdrawal, owing to the Jacobs v Cartalemi case that I litigated to a successful conclusion about two years ago, also involving member...more

Farrell Fritz, P.C.

LLC Member’s Petition to Dissolve Boxing Club Dealt First Round KO

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In the end, it wasn’t much of a fight. The case of Huggins v Scott, decided last month by Justice W. Franc Perry of the Manhattan Supreme Court, illustrates anew the well-nigh insurmountable hurdle faced by a minority...more

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LLC Survives Member’s Death. Dissolution Petition Doesn’t.

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In 2018, two members of a realty holding LLC sought judicial dissolution based on the death of one of the other members. The operating agreement defines a member’s death as an event of “Dissociation.”...more

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The Perils of Indeterminate LLC Membership Interests

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Here we go again — and again and again. On numerous prior occasions I’ve written about judicial dissolution cases and other infighting among LLC members featuring disputes over membership percentages. ...more

Farrell Fritz, P.C.

Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare

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The nationwide landscape of statutes and case law governing judicial dissolution of limited liability companies exhibits more state-to-state similarity than dissimilarity....more

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Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member

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What makes someone a member of an LLC? It’s a question that frequently arises in business divorce cases involving LLCs that have no written operating agreement much less certificated membership interests. ...more

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Sole Owners of Close Corporation and LLC Discover They're Not So Sole

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What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

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