Delaware Ruling Highlights Difference with New York Over Amending LLC Agreements

The common perception among practitioners familiar with the business entity laws of New York and Delaware is that Delaware law generally is friendlier to, and more protective of, majority ownership and management interests. Two recent cases — one from each state — highlight at least one important area where the common perception does not apply: majority rights under the statutory default rules to adopt or amend an LLC operating agreement without the consent of all the members. View Full Post
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Assignment of LLC Interest Defeats Standing Despite Alleged Lack of Consideration

The rules of “standing” in business divorce litigation generally require that the plaintiff have an ownership interest in the business entity at the time of the alleged wrongful conduct and throughout the litigation, whether suing to enforce his or her individual rights or suing derivatively on behalf of the entity. View Full Post
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Aim Carefully Before Pulling Trigger On Shotgun Buy-Sell Agreement

At least on paper, shotgun provisions in shareholder and operating agreements provide an elegant and efficient buy-out solution when business owners can’t get along and need a divorce. In a two-owner company, the one who “pulls the trigger” names a price at which he or she either will buy the other’s interest or sell to the other. View Full Post
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Aim Carefully Before Pulling Trigger On Shotgun Buy-Sell Agreement

Buy-SellAt least on paper, shotgun provisions in shareholder and operating agreements provide an elegant and efficient buy-out solution when business owners can’t get along and need a divorce. In a two-owner company, the one who “pulls the trigger” names a price at which he or she either will buy the other’s interest or sell to the other. View Full Post
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Suing On Behalf of People You’re Suing Can Sink a Derivative Lawsuit — Especially if You Have a Litigious Nature

litigiousThe U.S. reportedly has the world’s highest number of lawyers per capita (1 for every 300 people) and the 5th highest number of lawsuits per capita (74.5 for every 1,000 people, topped only by Germany, Sweden, Israel, and Austria). If, as it appears, litigation has become a national pastime in the U.S., then why, when we describe someone as having a “litigious nature,” does that label carry such opprobrium?  View Full Post
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Suing On Behalf of People You’re Suing Can Sink a Derivative Lawsuit — Especially if You Have a Litigious Nature

litigiousThe U.S. reportedly has the world’s highest number of lawyers per capita (1 for every 300 people) and the 5th highest number of lawsuits per capita (74.5 for every 1,000 people, topped only by Germany, Sweden, Israel, and Austria). If, as it appears, litigation has become a national pastime in the U.S., then why, when we describe someone as having a “litigious nature,” does that label carry such opprobrium?  View Full Post
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Forensic Analyses in Valuation: Interview with Jaime D’Almeida of Duff & Phelps

By | New York Business Divorce | April 24, 2017
jaime-dalmeidaForensics means different things to different people in different contexts. But what does it mean in the context of valuing equity interests in closely held business entities? You’ll learn the answer – and a lot more – in the latest episode of the Business Divorce Roundtable podcast in which I interview Jaime d’Almeida, a Managing Director at industry leader Duff & Phelps in its Disputes & Investigations practice. View Full Post
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Forensic Analyses in Valuation: Interview with Jaime D’Almeida of Duff & Phelps

By | New York Business Divorce | April 24, 2017
jaime-dalmeidaForensics means different things to different people in different contexts. But what does it mean in the context of valuing equity interests in closely held business entities? You’ll learn the answer – and a lot more – in the latest episode of the Business Divorce Roundtable podcast in which I interview Jaime d’Almeida, a Managing Director at industry leader Duff & Phelps in its Disputes & Investigations practice. View Full Post
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Withdraw a Dissolution Claim? Not So Fast

By | New York Business Divorce | April 17, 2017
Article 11 of the Business Corporation Law governs dissolution of closely held New York business corporations. Article 11 has existed, more or less in its current form, for decades. Some of its provisions have been heavily litigated, including Sections 1104 and 1104-a governing judicial dissolution for deadlock and oppression, and Section 1118 governing buyout of a minority’s interest in an oppression proceeding. View Full Post
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