Category: Member Disputes

RECENT LLC BUSINESS DIVORCE CASES

By , March 5, 2018 3:03 pm

Peter Mahler’s post, under the link below, discusses five recent business divorce cases, four of which involve LLCs and all of which contain useful lessons both with respect to the litigation of LLC internal disputes and with respect to the drafting of operating agreements to avoid these disputes.

Here’s the link:

https://www.nybusinessdivorce.com/2018/01/articles/uncategorized/winter-case-notes-llc-deadlock-recent-decisions-interest/

POST FROM PETER MAHLER ABOUT VALUATION AND INSOLVENCY

By , February 13, 2018 6:13 pm

The link to Peter’s post is below.  Here is Peter’s introduction to the post:

“Delaware Chancery Court Rulings Address Valuation and Insolvency Disputes

By Peter Mahler on Jan 15, 2018 06:11 am

If you’re a business appraisal aficionado, you won’t want to miss this week’s New York Business Divorce featuring two recent decisions by the Delaware Chancery Court involving fair value and insolvency determinations.”

The link:  https://www.nybusinessdivorce.com/2018/01/articles/valuation/delaware-chancery-court-rulings-address-valuation-insolvency-disputes/

TOP TEN BUSINESS DIVORCE CASES OF 2017

By , January 3, 2018 3:50 pm

Under the link below is Peter Mahler’s latest Business Divorce blog post.  It identifies and summarizes what Peter views as the top ten business divorce cases of 2017 as addressed in his posts.  Most of these cases involve multi-member LLCs, and most of them have obvious and important lessons for lawyers drafting LLC operating agreements.

Here’s the link:  https://www.nybusinessdivorce.com/2018/01/articles/annual-top-10-cases/top-10-business-divorce-cases-2017/

DERIVATIVE SUIT BY LLC 50/50 MANAGING MEMBER

By , June 29, 2017 2:48 pm

The post under the link below addresses an interesting Delaware Court of Chancery decision on derivative rules in suits between the two equal managing members of an LLC.  The decision is likely to be influential outside Delaware, and it’s a significant angle on an all-important task for LLC lawyers—handling member deadlocks.

Here’s the link:

https://delawarechancery.foxrothschild.com/derivative-actions/derivative-demand-requirements-equally-apply-to-actions-asserted-by-5050-member-of-an-llc/?utm_source=Fox+Rothschild+-+Delaware+Chancery+Law+Blog&utm_campaign=2c211dbca2-RSS_EMAIL_CAMPAIGN&utm_medium=email&utm_term=0_86821ff155-2c211dbca2-70733165

FIVE LLC CASES

By , May 18, 2017 3:48 pm

Under the link below is a post by Peter Mahler from his Business Divorce website. The post cites and briefly discusses five recent non-NY LLC cases. All of these cases address issues of considerable interest not only to litigators but also to LLC formation lawyers.

Here’s the link:

http://www.nybusinessdivorce.com/2017/04/articles/foreign-business-entities/business-divorce-nation-five-states-five-cases/

TWO BUSINESS DIVORCES

By , May 11, 2017 3:50 pm

Both of the cases discussed in the post by Peter Mahler under the link below involve business disputes between brothers. As every LLC lawyer will know, business divorces between family members involve special horrors. In the first case, the first brother was unable to prove he was the second brother’s partner, and should have known he wasn’t. In the second, the brothers were partners but hated each other, and their partnership was dissolved because the brothers’ mutual hatred made it “not reasonably practicable to carry on the business [of the relevant LLC] in conformity with the operating agreement.”

Here is the link: http://www.nybusinessdivorce.com/2017/03/articles/family-owned-businesses/pair-unbrotherly-business-altercations-go-trial/#more-18898

LOVE VS. BUSINESS

By , May 1, 2017 3:04 pm

Below is a link to the a post in Peter Mahler’s outstanding blog about business divorce. Immediately below, in quotes, is the first paragraph of the post.

“When a romantic affair evolves into a business relationship, the eventual falling out can be especially messy. Even more so if the former lovers try to keep the business going after the romance ends. That is a theme from a recent post-trial decision by Queens County Justice Timothy J. Dufficy in Shih v Kim, 2017 NY Slip Op 50281(U) [Sup Ct Queens County Mar. 2, 2017].”

Here’s the link: http://www.nybusinessdivorce.com/2017/03/articles/derivative-actions/love-business-fails/

RECENT CASES ABOUT “BUSINESS DIVORCE”

By , April 4, 2017 7:11 pm

In his recent post about business divorces, Peter provides brief but very useful summaries about recent business divorce cases that he hasn’t discussed in previous posts. Here is the link:

http://www.nybusinessdivorce.com/2016/02/articles/deadlock/winter-case-notes-llc-manager-removal-and-other-recent-decisions-of-interest/#more-15885

EXPELLING LLC MEMBERS

By , February 21, 2017 5:40 pm

The article cited below will be of particular interest to Florida LLC lawyers, members and managers, but its subject matter is important under all U.S. LLC acts.

91-JAN Fla. B.J. 8
Florida Bar Journal
January, 2017
Feature
INVOLUNTARY EXPULSION OF TROUBLESOME MEMBERS UNDER FLORIDA’S REVISED LLC ACT
Dennis A. Nowak and Caitlin M. Trowbridge
Copyright © 2017 by The Florida Bar; Dennis A. Nowak, Caitlin M. Trowbridge

USE OF FREEZE-OUT MERGERS TO EXPEL UNWANTED MEMBERS

By , December 20, 2016 4:41 pm

For both offensive and defensive purposes, LLC lawyers must be familiar with freeze-out mergers as tools for effectively expelling unwanted members of multi-member LLCs.  The new post from Peter Mahler under the link below discusses a recent freeze-out merger case, and, in so doing, it provides an excellent introduction to freeze-out merger law.

Here is the link:

http://www.nybusinessdivorce.com/2016/11/articles/freeze-out-merger/court-finds-no-breach-operating-agreement-no-basis-enjoin-llc-freeze-merger/#