Category: Member Disputes

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/#

BUSINESS DIVORCE BETWEEN SPOUSES IN A CIVIL DIVORCE

By , December 12, 2016 6:44 pm

There are probably at least a million husband-wife LLCs in the U.S.  Husband-wife LLCs are a great way to maximize the three great statutory asset protections offered by LLCs—liability shields, pick-your-partner protections, and charging order protections.  But when the husband and wife decide to get divorced from one another in a civil divorce, they will also often want a business divorce.

The new post by Peter Mahler in the following link explores this complex and potentially explosive combination of civil and business divorce:  http://www.nybusinessdivorce.com/2016/11/articles/family-owned-businesses/optimizing-value-marital-business-divorce/

“BUSINESS DIVORCES” BETWEEN FAMILY MEMBERS

By , November 9, 2016 3:05 pm

The new blog post by Peter Mahler under the link below addresses a major business divorce issue confronted constantly both by LLC formation lawyers and by estate planners.

Here is the link:  http://www.nybusinessdivorce.com/2016/09/articles/interviews/conflict-family-owned-business-interview-professor-benjamin-means/

IR TEST V. CARROLL

By , November 8, 2016 2:07 pm

Here is the blog post that talks about the NJ Supreme Court case.

Kentucky Business Entity Law: New Jersey Supreme Court Analyzes Widely Used Provision for Judicial Expulsion of Member from LLC

NEW ARTICLE ON PLANNING FOR EXPULSIONS OF LLC MEMBERS

By , August 31, 2016 2:20 pm

Tom Rutledge is a leading LLC practitioner and scholar.  He has just published a new article entitled “It’s Not Me, It’s You:  Planning for Expulsion of Members from LLCs.”  Whatever Tom writes is likely to be of substantial practical value to other LLC lawyers, and of course member expulsions are a key LLC operating agreement issue for any lawyer.

Here is the link to his article:

http://www.skofirm.com/sites/default/files/publications/its-not-me-its-you-planning-expulsion-members-llcs-6440.pdf