Nonprofit Basics: How To Wind up a California Charity
Episode 013: Interview with Justice Carolyn E. Demarest (Ret.) on Business Divorce Litigation
What is a petition for dissolution of marriage and what does it mean to serve the petition?
Introduction of separate limited partnerships. Introduction of incorporated limited partnerships....more
The era of the old-fashioned general partnership long ago petered out, largely displaced by subchapter S corporations and, in the last few decades, limited liability companies, both of which allow pass-through taxation...more
Just a few weeks ago, I commented on a recent uptick in disputes centered on the breakup of professional services firms. In those disputes, we expect that the demands of the legal, accounting, and medical professions draw...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
With the growing prevalence of limited liability companies, notable general partnership decisions become fewer and further between with each passing year....more
The authors of this blog have a special affinity for fair value appraisal proceedings. The narrow hearings—where the sole issue before the court is the fair value of an owner’s interest in a business—require attorneys and...more
Someday, perhaps, I’ll find the comedic inspiration to come up with a joke that begins, “An LLC, a partnership, and a close corporation walk into a bar . . ..” Until then, I’ll have to satisfy myself with writing about an...more
Ownership status in a closely-held business is the first and most vital box almost every business divorce petitioner must check....more
With apologies to the King James Bible, what the Manhattan real estate market giveth, a poorly conceived partnership agreement taketh away. It’s the best explanation I can offer for three successive lawsuits lasting almost...more
United States v. Sanofi-Aventis U.S. LLC, No. 256, 2019 (Del. Mar. 17, 2020). In this case, the Delaware Supreme Court answered three certified questions from the United States Third Circuit Court of Appeals concerning...more
I’ve yet to see him make a court appearance, and hope I never do, but the Grim Reaper sure has a knack for disrupting business divorce litigation involving LLCs and limited partnerships....more
In Matter of Capital Enterprises Co. v. Dworman, the Appellate Division, the First Department held that an arbitrator has broad discretion to order the dissolution of a New York general partnership, so long as the issue of...more
There’s a lot to digest in last week’s decision by the Court of Appeals — New York’s highest court — affirming and modifying in part the intermediate appellate court’s ruling in Congel v Malfitano, a “wrongful dissolution”...more
In 1981, three partners formed a general partnership to own and operate a rental property. Their partnership agreement fixed a 30-year term, to 2011. In 2003, the partners formed a new LLC maintaining the same ownership...more
Decisions by U.S. District Court judges typically begin with an identification of the parties, an explanation of the procedural posture of the case, or a description of the dispute. Chief Judge Lawrence J. O’Neill, however,...more
Like most civil cases, the vast majority of business divorce disputes get resolved before trial, which is disappointing for us voyeurs since only at trial with live witnesses undergoing cross examination does one get the full...more
Case Study: Trans Perfect Global, Inc. Philip Shawe v. Elizabeth Elting, Delaware Supreme Court, February 13, 2017 - TransPerfect is a successful global translation business founded by two college friends, Philip...more
Recently, the Arizona Court of Appeals determined that under the 2010 Arizona Revised Uniform Arbitration Act, A.R.S. §12-3001, et seq. (the AZ-RUAA), a contractual agreement to arbitrate extends to: (i) arbitration of claims...more