New York Business Divorce

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Second Department Ends Sisters’ Fight Over Family Home Not With a Bang, But a Whimper

Four sisters. One house. Who owns it?

Becky (Hyun Jeong) Baek

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Score Another Round for the Estate: First Department Upholds Right of Deceased LLC Member’s Executor to Pursue Member Rights

Peter A. Mahler

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Indecision Has a Price: Withdraw Lawsuit, Pay Hefty Fee Award

Franklin C. McRoberts

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Too Much Spin on the Numbers: What a Law Firm Breakup Teaches About Valuation Disputes

Peter J. Sluka

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Deal or No Deal, the Moxy Hotel Edition (or, The Joint Venture That Never Was)

Becky (Hyun Jeong) Baek

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How Easily Can an Operating Agreement Supplant the Default Rule for LLC Manager Removal? Pretty Easily.

Franklin C. McRoberts

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The Bad Faith Defense to Opportunistic Expulsion

Peter J. Sluka

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Does This California Case Bolster the Argument Against Waiver of the Right to Seek Judicial Dissolution of New York LLCs?

Peter A. Mahler

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Second Department Ends Sisters’ Fight Over Family Home Not With a Bang, But a Whimper

Becky (Hyun Jeong) Baek

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Roller Coaster Ride: Interlocutory Appeals in Business Divorce Cases

Franklin C. McRoberts

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Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?

Peter J. Sluka

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A Wolf in Sheep’s Clothing: Shareholder Agreement’s “Except as Otherwise Set Forth Herein” Hands Control of Famed Restaurant to Minority Shareholders

Peter A. Mahler

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Seller Beware: The “Exclusive” Fair Value Appraisal Remedy Really is Exclusive

Franklin C. McRoberts

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For Embattled Bich Family, “Full Membership” Requires Admittance Without Precondition

Becky (Hyun Jeong) Baek

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Summer Shorts: A Trio of Recent Decisions of Interest in LLC Member Disputes

Peter A. Mahler

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Hoping to Take Assignment of an LP or LLC Interest? Best Read the Contract

Franklin C. McRoberts

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Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign Corporations

Peter J. Sluka

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On Camera: My Recent Video Interview on, What Else, Business Divorce (Part 2)

Peter A. Mahler

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Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call

Peter J. Sluka

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On Camera: My Recent Video Interview on, What Else, Business Divorce (Part One)

Peter A. Mahler

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The Humble LLC Exculpation Clause Wins Big: Member/CEO Escapes $8M Fiduciary Claims

Peter J. Sluka

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The Consequences of Deception: Defendant Hit With $4.5 Million Judgment After 12-Year “Wild Goose Chase Based on a Lie”

Peter A. Mahler

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A Tardy Plaintiff’s Best Friend: The Open Repudiation Doctrine

Franklin C. McRoberts

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A Tardy Plaintiff’s Best Friend: The Open Repudiation Doctrine

Franklin C. McRoberts

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Beyond Fair Value: When Shareholder Oppression Demands Interest and Damages

Peter J. Sluka

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Retirement of Working Owners of Closely Held Business Entities: What’s Your Plan?

Peter A. Mahler

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A Message of Acceptance from the Garden State

Franklin C. McRoberts

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Demand Futility, Dissolution, and Transfer Restrictions: Spring Blooms Fresh Developments in LLC Litigation

Peter J. Sluka

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LLC Minority Member Gets Caught in His Own “Wolverine Trap”

Peter A. Mahler

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Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own Restaurant

Becky (Hyun Jeong) Baek

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Business Appraiser Liability? That’s a New One.

Franklin C. McRoberts

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Stated Purpose vs. Stated Problem: Court Sticks to the Script for LLC Dissolution

Peter J. Sluka

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Court’s Decision in High Stakes Case Cuts Through the “Fog of Dueling ‘Notwithstanding’ Clauses”

Peter A. Mahler

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Premature or Untimely? Both at the Same Time? When to Sue as a General Partner

Franklin C. McRoberts

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LLC Member States Direct Claims Arising from Machiavellian Manager’s Tactical Bankruptcy Petition

Peter J. Sluka

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I’ll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution

Peter A. Mahler

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Winter Case Notes: Nice Try, But the Agreements Say What They Say

Becky (Hyun Jeong) Baek

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No Unforced Errors Please: “For Cause” Removal Provisions Mean What They Say and Say What They Mean

Franklin C. McRoberts

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New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC Agreement

Peter A. Mahler

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Affiliated Entities, Conflicting Duties, and the Business Judgment Rule

Peter J. Sluka

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New Year, New Law – New Opacity – for LLC Owner Disputes

Franklin C. McRoberts

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The Little Buy-Sell That Could

Peter A. Mahler

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Help Comes From an Unexpected Place in LLC Deadlock Dissolution: The Third Department

Becky (Hyun Jeong) Baek

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When Trying to Discover Tax Returns in Business Divorce Litigation, Bring Your A Game

Franklin C. McRoberts

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Can a Shareholder Be Oppressed After Ceding Control? Oppression, Reasonable Expectations, and Contractual Formalism

Peter J. Sluka

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Top 10 Business Divorce Cases of 2024

Peter A. Mahler

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Check Your Footing: $36 Million Money Judgment Eviscerated in Brutal Appellate Standing Loss

Franklin C. McRoberts

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When Less Effort Leads to More Trouble: Quiet Quitting and Fiduciary Accountability

Peter J. Sluka

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To be or Not to Be (a Member). That is the Question… That Estoppel Can Help Answer.

Becky (Hyun Jeong) Baek

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Fact Issues and Credibility Determinations on Injunction Motions

Franklin C. McRoberts

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A Leaf Through a Busy November in New York LLC Litigation

Peter J. Sluka

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Diving Into the Shallow Waters of New York Law Permitting Elimination of LLC Managers’ Liability for Breach of Fiduciary Duty

Peter A. Mahler

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Is an LLC Bound by its Own Operating Agreement?

Franklin C. McRoberts

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Greetings from the American Bar Association’s 2024 LLC Institute

Peter J. Sluka

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Appellate Division Construes LLC Law 608 as Giving Voting Rights to a Deceased Member’s Estate

Peter A. Mahler

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Can Post-Valuation Date Historical Performance Trump Pre-Valuation Date Financial Projections?

Franklin C. McRoberts

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Foreign Affairs of the Books and Records Kind

Peter A. Mahler

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Corporate Dissolution Petition Hits Back Burner in Favor of Earlier Filed Claims for Money Damages

Peter J. Sluka

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Bookkeeper Liability? It’s a Real Thing

Franklin C. McRoberts

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Cross-Country Valuation Check-Up: Discounts, Buy-Sell Agreements, and Ambiguity Potholes

Peter J. Sluka

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Recent Appellate Rulings Address Novel Issues in General Partnership Disputes

Peter A. Mahler

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A Gift Horse with Rotten Teeth: When Equity Bequests Violate Transfer Restrictions or Buy-Sell Agreements

Franklin C. McRoberts

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Conditional Grants of Membership Interests Are a Roadway to Courtroom Conflict

Peter J. Sluka

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Freedom (But with Consequences): In Delaware, Absolute Litigation Privilege Inapplicable to Nullify Contractual Non-Disparagement Repurchase Trigger

Becky (Hyun Jeong) Baek

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Breach of Fiduciary Duty: A More “Lenient Standard” for Damages?

Franklin C. McRoberts

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Prudent Management or Financial Starvation: Can Minority Members Compel the Majority to Make Distributions?

Peter J. Sluka

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Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest

Peter A. Mahler

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“Prevailing Party” Attorneys’ Fee Provisions

Franklin C. McRoberts

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When It Talks Like a Member, Walks Like a Member, Acts Like a Member… But Isn’t a Member: First Impression Chancery Decision Rules on Estate’s Exercise of Member Rights “For Proper Purpose”

Becky (Hyun Jeong) Baek

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Did Chancery Court Just Crack Open the Door to Equitable Dissolution of LLCs?

Peter A. Mahler

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Dollars, Donuts, and Buy-Sell Options

Franklin C. McRoberts

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Special Considerations for Law Firm Breakups

Peter J. Sluka

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Dissolution Undone

Peter A. Mahler

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Fair Value Decision Caps Decade-Long Dispute Over Family-Owned Real Estate Holding Companies

Becky (Hyun Jeong) Baek

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Court of Appeals Bolsters the Internal Affairs Doctrine, Takes a Stroll Through Scottish Fiduciary Law

Peter J. Sluka

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It Takes More Than a Litigation Tsunami Between Hostile Members to Obtain Judicial Dissolution of a Realty-Holding LLC

Peter A. Mahler

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Oral Joint Ventures: The Wild West of Business Associations

Franklin C. McRoberts

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When Law Firms Break Bad: The Valuation Battle Over Contingency Fees and Crypto Tokens

Peter J. Sluka

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You Get What You Get, and You Don’t Get Upset: First Department Boots Limited Partner’s Claims Based on Plain Terms of Limited Partnership Agreement

Becky (Hyun Jeong) Baek

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Limo Company Shareholders Can’t Hitch a Ride in Derivative Litigation

Franklin C. McRoberts

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Your Business Appraiser Relied on What!? Lessons from a Mostly-Decided Motion to Preclude

Peter J. Sluka

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Battle for Company Control Turns on Conflicting Copies of Operating Agreement Amid Accusations of “Old-Fashioned Forgery”

Peter A. Mahler

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Business Divorce and Accountant Liability

Franklin C. McRoberts

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Termination, Adequate Alternative Remedies Sends Dissolution Proceeding Packing

Peter J. Sluka

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Crossing the Hudson: Recent Business Divorce Decisions from Yonder States

Peter A. Mahler

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Two Cases. Two Mammoth Fee Awards. Coup de Grâce or Pyrrhic Victory?

Franklin C. McRoberts

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The Legal Ramen-ifications of Dissolving a New York LLC Over Noodle Choices

Peter J. Sluka

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New York Appellate Court’s Split Decision Involving Delaware LLC Pits “Harsh” Contractarianism Against “Fundamental Fairness”

Peter A. Mahler

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Rare as a Dodo: Bifurcation in Business Divorce Trials

Franklin C. McRoberts

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And the Award for Most Creative Attempt to Evade a Book Value Buy-Sell Provision Goes To . . .

Peter J. Sluka

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Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

Peter A. Mahler

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The Flexible “For Cause” Standard for Director and Officer Removal

Franklin C. McRoberts

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The First State Defines the Scope of Majority Shareholder Fiduciary Duties

Peter J. Sluka

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Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

Franklin C. McRoberts

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Let’s Talk About Dilution

Peter J. Sluka

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Winter Case Notes: Murder, Forgery, Accidental Death, Oppression, Oh My!

Peter A. Mahler

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Parallel Business and Matrimonial Divorce Proceedings

Franklin C. McRoberts

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Ambiguous Agreement, Clear Consequences

Peter J. Sluka

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Top 10 Business Divorce Cases of 2023

Peter A. Mahler

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A Lifeline for the Stale “Schedule A”

Peter J. Sluka