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Mastering Legal Writing: Elevate Your Written Advocacy – Speaking of Litigation Video Podcast
Making the Lawyer-Client Relationship Work in Challenging Litigation – Speaking of Litigation Video Podcast
Prelude to the Business Court and 15th Court of Appeals: More Questions Than Answers | Tyler Talbert | Texas Appellate Law Podcast
Navigating Corporate Divorce With Michael Einbinder
Business Courts and Other Highlights of the 88th Texas Legislature | Jerry Bullard | Texas Appellate Law Podcast
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Counterclaims and Counterpunching to a Lawsuit – Speaking of Litigation Podcast
What to do When Your Business Has Been Sued
How can an emergency injunction save your business?
Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Webcast: Understanding and Defending State Consumer Protection Actions
Paths to Dispute Resolution
SullCrom Sees Litigation Boom Despite Waning Credit Crisis
Sometimes, challenging clients need to be challenged. Whether encouraging candid client conversations or reining clients in during depositions, it’s important to keep the ultimate goal in mind: success. In this episode of...more
Delaware Chancery Court’s contractarian approach to all things LLC, embedded statutorily in Section 18-1101(b) of the Delaware LLC Act (“It is the policy of this chapter to give the maximum effect to the principle of freedom...more
Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often become less so as time passes,...more
In the UK Supreme Court's judgment in RTI Ltd v MUR Shipping BV [2024] UKSC 18, which was handed down last week, it considered what obligations the words “reasonable endeavours” placed on a party, in the context of a force...more
Folks who’ve been following this blog for years know that periodically I like to venture beyond New York’s borders to find and report on interesting decisions from other states in business divorce cases....more
On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a Chancery Court holding that a forfeiture-for-competition provision in a limited partnership agreement was unenforceable as an...more
In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Within that category are many...more
One need not peruse the pages of this blog for long to learn that its authors strongly advise against entering into an owners’ agreement that calls on the members to “annually” (or worse, “regularly”) update a critical aspect...more
In Stagen v. Neu, 2023 N.Y. Slip Op. 06105 (1st Dept. Nov. 28, 2023), the Appellate Division, First Department addressed an issue of contract interpretation involving a word in a settlement agreement that most readers would...more
The question in Self v, BPX Operating Company is how to balance the Louisiana Civil Code Art 2292 principle of negotiorum gestio against Louisiana’s conservation statutes....more
The owners’ agreement is the backbone of the closely-held business. In intracompany LLC disputes, few things are more important than what the operating agreement has to say on the subject. As a consequence, the pages of...more
On June 12, Judge Hudson granted an emergency motion to stay arbitration proceedings, pending the court’s resolution of the issue of arbitrability in a case pending in the U.S. District Court for the Eastern District of...more
The case involved the sale of mist eliminators (demisters) from MECS Inc. to Axiall Canada Inc., an owner of a Canadian manufacturing facility. A key issue involved the terms of the parties’ contractual relationship as formed...more
Can a non-operating working interest in a Texas oil and gas lease be adversely possessed? The Amarillo Court of Appeals said yes in PBEX II, LLC v. Dorchester Minerals, L.P....more
Closely-held business owner breakups often defy easy categorization. What seem at first blush to be traditional business divorce cases sometimes end up treading far into other legal practice areas. Other disputes blur...more
In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more
MIECO, LLC v. Pioneer Natural Resources presented a challenge to a force majeure defense in a dispute arising from Winter Storm Uri. The defense carried the day....more
Texas courts continue to address the “fixed or floating” non-participating royalty interest question. The El Paso Court of Appeals’ answer in Bridges v. Uhl et al. was floating, based on the language in that particular...more
On October 6, 2022, in Kodiak Building Partners, LLC v. Philip D. Adams, C.A. No. 2022-0311-MTZ (Oct. 6, 2022), the Delaware Court of Chancery found that a restrictive covenant entered into in connection with an asset...more
It’s a bit of a stretch to suggest that King Solomon prophesied the standard for judicial dissolution of LLCs, but there it is: under New York’s judicially construed standard for involuntary dissolution under Section 702 of...more
Let’s begin with a quiz. Armour purchases non-recourse mortgage notes, becoming a lienholder in 99 oil and gas leases and 13 wells; fails to record the transfer documents in the real property records; assigns the leases to...more
If an LLC’s Operating Agreement contains a sufficiently broad arbitration clause, most disputes raised by the LLC’s members relating to the LLC will be sent to arbitration (instead of the court system) for resolution. But...more
In a perfect world, business owners could spend all of their time and money focusing on a singular task: running their business. Despite the best laid plans, however, at some point ancillary concerns will arise and...more
Two principles often guide courts’ interpretation and enforcement of contracts. First, courts respect parties’ freedom of contract, mostly. So long as an agreement is not illegal or violative of a strong public policy,...more
“Except as provided in the operating agreement. . . ” - By my count, this phrase and its close relative, “unless otherwise provided in the operating agreement,” appear 59 times in New York’s LLC Law, most often to...more