9 min read
A Lesson In Drafting Capital Call Provisions
Those of us who follow the Delaware Chancery Court’s output are regularly treated to lengthy, detailed, finely crafted opinions sometimes in excess
Tag : Andrea Masley
9 min read
7 min read
Valuation Decision Finds LLC “Worthless, Worthless, Worthless”
The chorus to one of Neil Young’s most sublime songs is “Helpless, helpless, helpless.” If composed in song, the chorus to a recent valuation
7 min read
The Purposeless Purpose Clause Rides Again
“The Company is formed for any valid business purpose” Nine seemingly benign words in the garden-variety operating agreement of a realty holding
6 min read
Departing LLC Members: Exercise Your Put Option Before Insolvency Approaches
Several weeks ago, I had the pleasure of first appearing on this blog, with a piece about a Delaware Chancery Court decision considering—as a
6 min read
Dissolve for Failure to Elect a Board? Better Demand an Election First
New York’s Business Corporation Law (BCL) provides three pathways for non-controlling shareholders to achieve involuntary (judicial) dissolution.
5 min read
A Case of LLC Withdrawal Symptoms
I was especially drawn to the case I’m about to introduce involving LLC member withdrawal, owing to the Jacobs v Cartalemi case that I litigated to
5 min read
Resignation: Antidote for Internal Dissention and Deadlock?
There are countless New York corporations in which the owners are equal 50 / 50 shareholders and co-members of a two-member board. Where one sues the
5 min read
Summer Shorts: LLC Minority Member Oppression and Other Decisions of Interest
It’s that time of year again, when I offer some lighter fare for poolside consumption consisting of summaries of a few recent decisions of
6 min read
The Law Firm “Partner”- A Rose by Any Other Name . . .
One of the great ironies of New York business divorce litigation is that so much of it involves the breakup of law firms. Perhaps it’s because New