LLCs are like people. They can have the occasional existential crisis. Read about one LLC in search of purpose in this week’s New York Business Divorce.
Lessons on the Art of Drafting Capital Call Provisions
The oft litigated art of the capital call takes center stage once again in this week’s post, featuring two appellate rulings handed down last week, one sustaining and one invalidating a capital call.
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Tax Partner, Not True Partner: The Limits of K-1s in Business Divorce Litigation
A recent Second Department decision reminds business divorce litigants that while K-1s may be powerful evidence of an economic interest, they cannot substitute for compliance with a partnership agreement’s formal admission requirements.
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A Wrong in Search of a Remedy: Promissory Estoppel
Don’t snicker at that promissory estoppel claim buried in your opponent’s complaint. Every once in a while, a cause of action for promissory estoppel can salvage an otherwise nonviable claim for equity ownership in the form of a fallback damages remedy. Have a read in this week’s New York Business Divorce.
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A Money Judgment by Any Other Name Is Still Not Rescission: First Department Rejects Last-Ditch Intervention Gambit in LLC Membership Dispute
Some of the most interesting cases we post about on this blog are, of course, the ones where there is more than meets the eye.
On the surface, today’s case—Bapaz NYC West St Group LLC v. Assa Properties Inc., 2026 NY Slip Op 03061 (1st Dept May 14, 2026)—appears to address a
Is it Time for Courts to Embrace Shareholder Oppression Outside of the Corporate Dissolution Context?
When shareholder oppression is real but dissolution is too much, should courts give majority owners a chance to straighten out before imposing the corporate death penalty?
A New Framework for the Family Business Enterprise: A Review of Benjamin Means’ “The Principles of Family Business Law”
Family-owned businesses grab more than their fair share of business divorce matters. In his new book called The Principles of Family Business Law, Professor Benjamin Means examines the uncomfortable fit between, on the one hand, standard economic theory and law based on the “rational actor” seeking to maximize wealth and, on the other hand, the idiosyncratic dynamics of family-owned firms.
Promise of Equity Falls to Operating Agreement’s Rigid Admission Requirements
Litigation over who is—and who is not—a member of a limited liability company has become a defining feature of LLCs. A recent First Department decision suggests a shift away from informality and back toward strict compliance with the contractual mechanics of admission.
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Mining for a Joint Venture: A Crypto “Partnership” That Never Got Off the Blocks
Every so often a case comes along that reads less like a business dispute and more like a cautionary tale about the perils arising out of unwritten deals among friends. As we’ve written about before, these cases can be brutal to defend, particularly where the pleadings just robust enough to survive a motion to
A Cross-Country Trio of Appellate Decisions Tackles Novel LLC Disputes
Three states, three LLC disputes, three appellate rulings. Who could ask for more?
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