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With apologies to the pseudonymous children's book author Watty Piper, this is the story of a humble buy-sell provision in a family-owned LLC's operating agreement...

The spring season brought with it decisions from around the state that were of interest to Surrogate's Court practice. Addressed to such issues as stipulations...

A Delaware Court of Chancery decision demonstrates the harsh consequences of failing to monitor stock ownership rights, as an early employee lost a $25 million claim to forgotten shares because he waited decades to investigate missing...

AI tools promise to revolutionize due diligence by processing thousands of documents in hours, but their polished outputs can mask critical errors that human reviewers might miss. From hallucinated contract provisions to cross-reference blindness, understanding these hidden risks is essential for founders, investors, and counsel navigating high-stakes transactions.

November was a whirlwind month for New York LLC litigation. It featured disputes over how to wind up a judicially dissolved LLC, a bitter intra-family emergency

The owners' agreement is the backbone of the closely-held business. In intracompany LLC disputes, few things are more important than what the operating agreement has to say on the subject.

Frequent readers of this blog know that we are not shy in acknowledging the Commercial Division's status as the leading forum for resolving complex business disputes.

Is a limited liability company a party to and bound by its own operating agreement?

It wasn't long ago that my partner, Peter Sluka, posted about the Andris case where the Appellate Division, Second Department, reinstated an LLC judicial dissolution proceeding brought by the estate of a deceased member.

Much has been written about courts invalidating instruments or transactions after a person's death. Courts invalidating instruments or transactions during a person's lifetime is discussed less often.

New York law generally requires that, to have a will admitted to probate, a party offering the will for probate must file the original instrument with the Surrogate's Court...

When sophisticated parties to a restructuring agreement provide that a fee is triggered if a debtor “raises, or “commits to raise” alternative financing, does the word “commits” require a binding contractual obligation or something less? The First Department addressed this very question in a recent decision entitled Aurelius Capital Master Ltd. v Hertz International Limited, 2026 NY Slip Op 05369 (1st Dept Sept. 22, 2026). The 4-1 decision affirmed a post-trial judgment of approximately $15.9 million in favor of holders of unsecured notes issued by a Hertz affiliate, holding that “commits to raise” encompasses significant affirmative steps toward securing alternative financing, even absent a binding agreement.

Last year's installment of this column highlighted Andris v 1376 Forest Realty, LLC (213 AD3d 923 [2d Dept 2023]), where the Second Department reinstated a petition for judicial dissolution...

Can an LLC operating agreement strip a minority member of the right to sue derivatively—simply by requiring majority approval before anyone commences litigation “involving the Company”?...

When negotiating convertible notes, parties typically focus on the terms of conversion upon an equity financing, most notably the discount and valuation cap.

They say inertia is the strongest force in the universe. It can be the strongest force in litigation too, where business owners sometimes have to endure endless years...

Do New York's Surrogate's Courts have jurisdiction to compel an accounting related to a non-party limited liability company in which the decedent's estate has only a minority interest?

In my experience, most operating agreements of New York LLCs include a provision barring amendments unless made in writing and executed...