Operating Agreements, Shareholders, Contract Terms

New Year, New Law – New Opacity – for LLC Owner Disputes

Farrell Fritz, P.C. on 2/17/2025

New York’s appellate courts are breaking new ground in 2025. Until a month ago, I would have said that “deadlock” most certainly is not enough on its own to dissolve a New York LLC....more

Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

Farrell Fritz, P.C. on 2/26/2024

In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Within that category are many...more

Summer Shorts: Business Divorce Cases From Across the Country

Farrell Fritz, P.C. on 8/30/2021

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

When It Comes to Transfers of Ownership Interests, Where There’s a Will There’s Not Always a Way

Farrell Fritz, P.C. on 8/9/2021

My partner Frank McRoberts recently posted about two New York cases, one involving an LLC and the other a close corporation, in which the courts resolved conflicts between, on the one hand, provision in the...more

Who Decides Disputed Valuation Under LLC Agreement’s Buy-Out Provision: Arbitrator or Appraiser?

Farrell Fritz, P.C. on 2/15/2021

It’s not unusual to find buy-out provisions in shareholder and operating agreements that commit the pricing of the buy-out to the “final and binding” determination of one or more appraisers. The same agreements also may...more

Enforceability of Oral Operating, Shareholder, and Partnership Agreements

Farrell Fritz, P.C. on 8/24/2020

Oral agreements – and oral modifications of written agreements – are a constant source of litigation in business divorce cases. Alleged oral agreements are subject to attack based upon legal enforceability – as well as their...more

Lessons From a Trio of Dysfunctional Buy-Sell Agreements

Farrell Fritz, P.C. on 7/2/2018

Three recent court decisions from three different states — New York, Pennsylvania, and Alabama — add to the rogue’s gallery of valuation cases stemming from poorly conceived and/or poorly implemented buy-sell agreements among...more

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