Case Studies in Closely Held Company Disputes
Massachusetts High Court Considers Remedies Available to Dissenting LLC Members Where Merger Is Undertaken in Violation of Fiduciary Duties
Massachusetts High Court Considers Remedies Available to Dissenting LLC Members Where Merger Is Undertaken in Violation of Fiduciary Duties…
Illinois First District Holds Managers Alone Owe Fiduciary Duties to LLCs, Other Officers Do Not
Illinois First District Holds Managers Alone Owe Fiduciary Duties to LLCs, Other Officers Do Not…
New York Court Holds Under Delaware Law That LLC Agreement That Elects Diminution for Failure to Meet Capital Call Excludes Common Law and Other Remedies
New York Court Holds Under Delaware Law That LLC Agreement That Elects Diminution for Failure to Meet Capital Call Excludes Common Law and Other Remedies…
New York High Court Addresses Three Key Issues Surrounding Unilateral Dissolution of a Partnership by a Partner
New York High Court Addresses Three Key Issues Surrounding Unilateral Dissolution of a Partnership by a Partner…
Delaware Chancery Court Highlights the Power of a 50% Shareholder
In Feldman v. YIDL Trust, No. 2017-0253-AGB, 2018 WL 1151797 (Del. Ch. Mar. 5, 2018), the Delaware Court of Chancery ordered the dissolution of Royston, Inc. over the objections of one 50% shareholder which argued that it was defrauded by the other 50% shareholder.…
Illinois Appellate Court Finds Cause Required For Expulsion From LLC
Plaintiff Michelle McManus began working at Anne Richards’s orthodontics practice, Quad City Orthodontic Group, LLC, as an associate in 2010. On January 1, 2012, McManus and Richards entered into an operating agreement relating to the practice. The operating agreement provided that Richards, the sole owner of the practice, would sell a 50% membership interest to McManus over a five-year period. ……
Northern District of Illinois Holds That Health Problems and Domination of Affairs Does Not Rise to Automatic Dissociation Under Illinois LLC Act
In Brodsky v. Blake, Case No. 17-cv-5222, 2018 WL 1138539 (N.D. Ill. March 2, 2018), the Northern District of Illinois rejected Plaintiff Gregory Brodsky’s argument that fellow limited liability company (LLC) member Anthony Blake was automatically dissociated from the LLC because of his health problems and his wife’s domination of his affairs…
New York Supreme Court Illustrates What Not To Do When You Want A Business Divorce
Stavroulakis v. Pelakanos, 58 Misc. 3d 1221(A) (N.Y. Sup. Ct. 2018), begins with a scenario familiar to anyone who frequently deals with business divorces.…
Illinois First District Reverses Merger-Halting TRO, Citing Business Corporation Act’s Dissenters’ Rights
In Loftus v. Zorch International, Inc., 2018 IL App. (1st) 180169-U, the Illinois First District Appellate Court reversed the circuit court’s temporary restraining order (TRO) preventing a corporate merger from proceeding.…
Delaware Court of Chancery Rejects Books and Records Request Crafted by Counsel Rather than Shareholder
Section 220 of the Delaware General Corporation Law authorizes a stockholder to demand to inspect a corporation’s books and records for any proper purpose. 8 Del. Code § 220. The statute defines a “proper purpose” as “a purpose reasonably related to such person’s interest as a stockholder.…