In valuation disputes, the Discount for Lack of Marketability rarely behaves. Courts disagree about it, lawyers and experts litigate it to exhaustion, and business divorce cases often see seven-figure...

"There is only going to be one winner here, and it's not going to be you—give in while there is something still left in it for you," said one LLC member to the other.

In addition to blooming trees and longer days, spring in New York has ushered in a fresh crop of noteworthy decisions on intra-LLC disputes.

A recent case, City of New York v. Ball, 2024 N.Y. Slip Op. 24179 (Sup Ct, Albany County 2024), highlights a clash between the powers of New York State and one of its political subdivisions, New York City.

Someday, perhaps, I'll find the comedic inspiration to come up with a joke that begins, "An LLC, a partnership, and a close corporation walk into a bar . . .." Until then...

At the beginning of last year, I wrote a eulogy for the equitable accounting cause of action in business disputes...

As the year 2025 drew to a close, the Appellate Courts were busy rendering opinions impacting the field of trusts and estates. Consider the following decisions of interest.

MiniCorp has five shareholders, all of whom are employees. Each shareholder's employment agreement states that they are an at-will employee of MiniCorp, and the shareholders agreement...

One of the first business divorce cases that I participated in as a young litigator was a lengthy arbitration over whether a minority shareholder was oppressed under BCL 1104-a.

In March 2021, the New York State Legislature passed the Marihuana Regulation and Taxation Act (MRTA). MRTA created the state's Cannabis Law and established administrative entities...

New York LLCs without operating agreements are as common as noodles in Naples. Most function just fine without one. Their members just rely upon the statutory default rules found in the New York Limited Liability...

With the growing prevalence of limited liability companies, notable general partnership decisions become fewer and further between with each passing year.

The distinction between direct and derivative claims pervades business divorce litigation. Whether a dissident owner's claim against his or her co-owners is a direct claim...

When business partners die, the legal framework governing their entity determines whether the business dissolves or continues. This case explores what happens when a two-member LLC is treated simultaneously as both a partnership and an LLC, applying different dissolution rules to achieve an equitable buyout that wouldn't be possible under either framework alone.

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...

Peter Sluka wrote a month ago about Matter of Lin v Sun ___ AD3d ___ (2026 NY Slip Op 02065 [1st Dept Apr. 7, 2026]). In Lin, the First Department unanimously rejected a petitioner-appellant’s claim she acquired...

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

As I have written in the past, and repeat here, the statutes and judge-made law governing disputes among co-owners of closely held entities can vary significantly from state to state.

For close business owners and their attorneys embarking upon a major litigated business dispute, it is not unreasonable to want to know with certainty which state or nation's laws they can expect the court to apply over....

When the Trump Administration made a U-turn on federal tax incentives for purchasing electric vehicles (“EVs”), ending the Clean Vehicle Credit last September...