Category: Dissolution Issues

BUY-SELL PROVISION IN SHAREHOLDER AGREEMENT

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)

EQUITABLE DISSOLUTIONS

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)

LLC DISSOLUTIONS AND COVID-19

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:

https://www.nybusinessdivorce.com/2020/05/articles/dissolution-basics/will-the-pandemic-be-a-boon-for-future-llc-dissolution-claimants/

DOES RESIGNATION OF MEMBER ELIMINATE JUDICIAL DISSOLUTION BASED ON DEADLOCK?

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:

https://www.nybusinessdivorce.com/2020/01/articles/deadlock/resignation-antidote-for-internal-dissention-and-deadlock/

 

FEDERAL OR STATE COURTS FOR LLC DISSOLUTIONS?

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:

https://www.nybusinessdivorce.com/2020/01/articles/federal-vs-statecourt/another-door-closes-to-federal-court-in-judicial-dissolution-cases/

WHEN WILL A COURT NOT PERMIT THE DISSOLUTION OF AN LLC?

Peter Mahler’s latest post, under the link below, discusses a recent NY trial court decision on the issue of what plaintiffs must show in order to obtain a court order dissolving their LLC.  The decision is under NY law, but its reasoning will undoubtedly be relevant under the LLC acts of many other states.

Here’s the link:  https://www.nybusinessdivorce.com/2019/12/articles/grounds-for-dissolution/llc-members-petition-to-dissolve-boxing-club-dealt-first-round-ko/