A recent decision of the Delaware Court of Chancery, discussed under the link below, addresses an ownership interest issue in a Delaware case that, although it involves the interest in a limited partner of a Delaware limited partnership and addresses Delaware limited partnership Implied Covenant and merger issues, has important implications for Delaware and non-Delaware LLCs that have limited partnership management structures.
Here’s the link: https://www.nybusinessdivorce.com/2021/03/articles/delaware/general-partner-breached-implied-covenants-in-partnership-agreement-but-plaintiffs-apples-to-oranges-calculation-dooms-bid-for-damages/
The post in Peter Mahler’s “New York Business Divorce” under the link below will be of interest not only to LLC lawyers in New York but also in all other states. Peter introduces the post as follows:
This week’s New York Business Divorce is a follow-up to last week’s article, a piece about the enormously important appellate decision in the Farro case, the first to carefully consider the correct meaning and interpretation of New York’s LLC merger statute and its relation to the analogous corporation merger statute. In this week’s article, learn about the rest of the story in the Farro litigation, addressed in two companion appellate decisions issued the same day. Continue Reading…
The link to the post is as follows: https://www.nybusinessdivorce.com/2021/01/articles/expulsion-and-removal/the-farro-litigation-the-rest-of-the-story/
Below is a link to Peter Mahler’s blog listing and providing links to ten major business divorce cases during the past year. I look forward to reading all of them. Handling actual and possible business divorces is, of course, a major area of LLC practice.
Top 10 Business Divorce Cases of 2020
Below is a link to a recent post from Peter Mahler’s blawg entitled New York Business Divorce, in which Peter summarizes and discusses five recent LLC cases. All of them are broadly significant for LLC lawyers and members, but especially the Massachusetts fiduciary case discussed in the post
Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest
Under the link below is Peter Mahler’s last post of 2019—and it’s a fine one (as usual); it’s his listing and summary of the top ten “business divorce” cases of 2019. As you’ll see, many of them are relevant to LLC practice.
Here’s the link: https://www.nybusinessdivorce.com/2019/12/articles/annual-top-10-cases/top-ten-business-divorce-cases-of-2019/
For those of you who (like me) follow Delaware Court of Chancery decisions about LLC issues, below is a link to a Shearman & Sterling post entitled “Delaware Chancery Court Finds Limited Liability Companies Can Be Liable For Advancement To Members, Even Under Delaware Corporate Law.”
Here’s the link:
LLC managers who want to sue their LLC’s law firm for malpractice, and the LLCs and members, should first read the following case:
Reynolds v. Henderson & Lyman et al., No. 17-1999, 2018 WL 4348013 (7th Cir. Sept. 12, 2018).
The basic lesson: Manager can’t sue on his own behalf unless the LLC’s law firm is also the manager’s law firm.
The controlling members of LLCs often want to obtain waivers from minority members of their statutory appraisal rights. Under the link below is a useful post about a recent Delaware case addressing the validity of these waivers under Delaware corporate law; but the reasoning and holding in the case is readily applicable to LLCs—and not only in Delaware but also, I suspect, in many other states.
Here’s the link: https://www.pepperlaw.com/publications/contractual-waivers-of-appraisal-rights-declared-valid-under-delaware-law-2018-10-05/
Top Ten Business Divorce Cases of 2018
LLC lawyers need to follow business divorce cases because so many of them may be relevant to current situations of our LLC clients. As most of you know, Peter Mahler follows business divorce cases and scholarship carefully and writes very useful weekly posts about them. His latest post addresses what he views as the ten most important business divorce cases in 2018. To view this post, click here: https://www.nybusinessdivorce.com/2018/12/articles/annual-top-10-cases/top-ten-business-divorce-cases-2018/