Today’s post in the excellent blawg entitled “Business Law Divorce” makes clear the paramount importance of drafting dissolution provisions in LLC operating agreements with great care. The link is https://www.nybusinessdivorce.com/2022/08/articles/summer-shorts/summer-shorts-llc-dissolution-and-other-recent-decisions-of-interest/.
The new blawg from the FarrellFritz law firm under the link below addresses a New York case in which the court enforced the buy-sell provision of a corporation’s shareholders agreement triggered by the shareholders’ petition for dissolution. The case is also undoubtedly applicable to LLCs, and not only in NY but also, as least for purposes of persuasion, in other states.
Here’s the link: Look Before You Leap: Buy-Sell Agreements Triggered by a Petition for Dissolution | New York Business Divorce (nybusinessdivorce.com)
All U.S. LLC statutes provide statutory grounds on the basis of which LLC members may sue in court to dissolve their LLCs. However, situations can arise in which these grounds do not apply but one or more members of an LLC nevertheless believe that their LLC should be dissolved on “equitable grounds”—i.e., on the basis of fairness. The post in New York Business Law under the link below addresses the issue of equitable LLC dissolutions under the New York LLC Laws, but the reasoning in the post applies under many other LLC acts.
Here’s the link: Common-Law and Equitable LLC Dissolution: Going, Going, . . . | New York Business Divorce (nybusinessdivorce.com)
The link below is to a new post in NY Business Divorce, Peter Mahler’s excellent blog, about a recent NY case which the court granted equitable dissolution to certain oppressed shareholders. The case may well be equally relevant to oppressed LLC members, and not only in NY.
Here’s the link: On the Menu: Steak and Equitable Dissolution | New York Business Divorce (nybusinessdivorce.com)
In the post in New York Business Divorce, his excellent blawg, Peter Mahler discusses the latest litigation developments in a nightmare LLC buy-out saga. The link is:
The new post from Peter Mahler under the link below concerns a recent and fascinating New York case about the business judgment rule and Bernie Madoff.
Here’s the link:
The latest post in the excellent blawg entitled “New York Business Divorce” contains an excellent discussion of a very recent New York trial court decision that addresses, among many other issues important to LLC lawyers, the issue (addressed in a footnote) of the impact of the Coronavirus Pandemic on the availability of dissolution remedies to members of LLCs harmed by the pandemic.
Here’s the link to the post:
In his latest post, the link to which is below, Peter Mahler poses the issue as follows:
Under what circumstances, if at all, does resignation of one member of a two-member board of directors eliminate “deadlock” and “internal dissention” as available grounds for corporate judicial dissolution?
Although the entity that is the subject of Peter’s post is a corporation, the post is also relevant for the many multi-member LLCs that have a corporate management structure,
Here’s the link:
Handling LLC dissolutions is a significant part of the practice of many LLC lawyers. On the basis of a recent federal trial court case, the new post by Peter Mahler under the link below addresses the strong inclination of federal courts to transfer judicial dissolution cases to state courts.
Here’s the link: