430 results found

There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC to make mandatory capital calls.

The implied covenant of good faith and fair dealing is a useful doctrine in business divorce litigation, particularly where more conventional fiduciary-duty theories are unavailable or economically unfeasible. In those circumstances, as we’ve opined before, the implied covenant’s ability to survive the direct-versus-derivative distinction and its unwaivable nature make it a potentially powerful tool.

My last outing on this blog analyzed a dispute over the consequences of a limited partner’s failure to meet a mandatory capital call.

Imagine devoting years of costly litigation to rescinding a $1 million equity investment in an LLC for fraudulent inducement

In recent years this blog has closely followed caselaw developments concerning the powers of estate representatives of deceased LLC members...

Allegations of missing cash are a familiar feature of business divorce litigation, particularly in restaurants and other cash-heavy businesses.

Nature or nurture? Some lawsuits become unwise after years of development. Some are just born that way.

Under ancient (some would argue vestigial) common-law rules of general partnerships, partners can find themselves stuck between a rock and a hard place deciding when to pull the trigger on a lawsuit.

A New York Commercial Division case examines whether a father and son have standing to sue derivatively on behalf of a home care services LLC when the mother claims sole ownership. The court must determine if an unadjudicated equitable distribution claim in a parallel matrimonial divorce proceeding can confer the corporate ownership required for derivative standing, while also evaluating allegations that key ownership documents were fabricated.

Under the so-called "American Rule," litigants must pay their own lawyer fees, even if they win, unless a contract, statute, or court rule provides otherwise.

Save the Date! On November 7 & 8, 2024, the LLCs, Partnerships and Unincorporated Entities Committee of the ABA's Business Law Section, a/k/a The Best Damn Committee in the ABA, is hosting its annual.

I previously wrote that one of the most difficult periods in the lifecycle of a closely held business is the period following the death of an owner...

A recent decision from Manhattan Commercial Division Justice Robert R. Reed explores some of the mighty defensive powers...

Homapour ruled that when an operating agreement is “silent” about “whether and when a manager may be removed,” the “majority of courts” conclude that they may not look to the default statute, LLC Law § 414...

The appellate gods can be cruel. A little less than two years ago, we blogged about Owen v Hurlbut, a resounding summary judgment win for a sister suing her brother for misappropriation...

In Corporate Woods 15, LLC v. West Bradford Corp., 2026 NY Slip Op 51642(U) (Sup Ct, Albany County Sept. 23, 2026), Justice Richard Platkin confronted that question in a dispute involving a century old, family-owned commercial real estate enterprise, multiple affiliated limited liability companies, and a proposed dissolution of a holding company that threatened to trigger a “flow down” liquidation of the underlying realty businesses in which the holding company was a member.

Welcome to our 17th annual edition of the Top 10 business divorce cases featured on this blog over the past year.