7 min read
A Loan Is a Loan Is a Loan, Except When It’s Equity
Disputes over capital accounts and equity percentages are frequent fodder for business divorce litigation — especially in LLCs without operating
Tag : Llcs
7 min read
6 min read
But What of the Equitable Accounting?
I can’t say what the number is, but my own experience tells me that a significant percentage of lawsuits by a minority owner of a closely-held
2 min read
New transparency bill would make it harder for international elites to hide behind LLCs in NY
Photo of NYC’s Billionaires’ Row in 2020: Wikimedia commons State Sen. Brad Hoylman and Assembly Member Emily Gallagher on Tuesday introduced
6 min read
The Operating Agreement Controls, Unless Public Policy Says Otherwise
Two principles often guide courts’ interpretation and enforcement of contracts. First, courts respect parties’ freedom of contract, mostly.
6 min read
A Two-Act Play of LLC Default Rules and Manager Removal
“Except as provided in the operating agreement. . . ” By my count, this phrase and its close relative, “unless otherwise provided in the
3 min read
LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Wyoming enacted the first LLC Act in 1977, creating a hybrid business entity combining partnership features including pass-through taxation with
8 min read
The Outer Limits of LLC Indemnification: Michael Cohen v Trump Organization
Michael D. Cohen, former personal attorney and self-described “fixer” for Donald J. Trump, was ubiquitous in the national news throughout much of
1 min read
Disguised Agreements and Dissolution
Appearances can be deceiving. That, essentially, was the argument made in two recently decided cases involving claims for judicial dissolution. In
1 min read
Cooked or Raw? Enforceability of Partly Signed Operating Agreements
The harried realities of modern life are such that business entity organizational documents, like LLC operating agreements, sometimes do not get
1 min read
Too Little, Too Late: Court Sides with Ousted Member, but Denies Preliminary Injunction Undoing Termination
We often cover preliminary injunctions on the pages of this blog because they are a powerful tool in the business divorce litigator’s toolbox: they
Publicly-Traded Partnerships: The Trap for LLCs Traded on ATS
One drawback of private companies is they’re not liquid, meaning you can’t sell your shares easily. That’s why lots of people are spending lots
1 min read
Court Cancels Capital Call For Want of a Postage Stamp
Who says email is more efficient and cheaper than regular mail? Not the manager of the McGuire family real estate business after winning a lower
1 min read
Summer Shorts: Business Divorce Cases From Across the Country
Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of
1 min read
Swing and a Miss: Unopposed LLC Dissolution Claim Denied
In an article from a little over a month ago, we summarized New York’s LLC judicial dissolution statute with the comment, “Breaking up can be
1 min read
Common-Law and Equitable LLC Dissolution: Going, Going, . . .
Recently, we’ve written two articles focusing on the brewing dispute over whether New York law recognizes a viable cause of action for