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... . The divergence on this point between the BCL and the LLCL is highlighted in a recent case brought by a 20% member of an LLC seeking its dissolution based on income diversion, financial mismanagement, and denial of access to company records. In a ... ). If anything, the court's second ruling makes the point more emphatically, that compared to applications involving corporations under the BCL, the courts have strictly limited authority to appoint a temporary receiver for an LLC prior to an order of ...

... appointing one, despite Lola's majority ownership. The deadlock that such an arrangement exposed the parties to, eventually came to pass. The LLC Agreement also provided for Krohn to provide the CEO. The provision about replacement of that CEO was one of the hotly contested issues ... there will not be another opportunity to amend. This finding only applied to a separate, related second complaint that was filed by Lola against Krohn but did not impact the prior rulings mentioned in this synopsis.

... Panel shall declare in its decision that the complaint was brought in bad faith and constitutes an abuse of the administrative proceeding. Rules ¶ 15(e). For a complainant to prevail in a UDRP proceeding, it must prove that (i) the registrant's domain name is "identical ... ; and (iii) the defendants had registered and used the penthouseboutique.com domain name in bad faith. The second ACPA provision relevant to alleged reverse domain name hijacking provides: A domain name registrant whose domain ...

... a derivative suit has been broadened, and is no longer limited to shareholders of a corporation or limited partners of a partnership. This ruling represents the third decision in just one week by a state's highest court addressing the scope of legal ... not intend to give corporate fiduciaries a license to steal," the court held that public policy supported allowing LLC derivative lawsuits. Second, the Court noted the absence of any language in the Limited Liability Company Law that spoke either for ...

... decision denying the motion, which I wrote about last week (read here), was his ruling that the operating agreement's waiver of a member's right to seek judicial dissolution ... 2) the manager's statutory duties of good faith and care under LLC Law Section 409? Section 1104-a(b)(1) of the BCL expressly requires ... court-appointed receiver listed the LLC's building with a broker for sale. Following the decision, Perry Youngwall filed a motion in the Appellate Division, Second Department, asking for a stay ...

... fraud and mismanagement (see here). In January 2008, the New York court ruled that Merritt had authority to sell company assets to pay off various debts ... R&R lacked standing to seek dissolution of two of the LLCs (the "Pandora Entities") and, second, that R&R waived the right to seek judicial dissolution ... rejects R&R's arguments, that the waiver provision is unenforceable under the LLC Act and as a matter of public policy, emphasizing that "the public policy of Delaware with respect ...

... not do so here. To the contrary, the operating agreements expressly contemplate dissolution proceedings "pursuant to" the Delaware LLC Act. Second, plaintiff argued that §18-802 merely confers non-exclusive jurisdiction upon the Court of Chancery and thus ... legislature "chose to vest subject matter jurisdiction over dissolution proceedings only in the Court of Chancery, at least as a default rule." Interestingly, Casella posits a Tennessee case, ARC MedLife, Inc. v. AMC-Tennessee, Inc., 183 S.W. ...

... Legal Guide to Forming a Corporation in Your State). But there's more to it, as explained in IRS Revenue Ruling 84-111. This ruling puts partnership-to-corporation conversions into one of three slots, and applies to LLC-to- ... of the shares under that conversion scenario, and the corporation's shareholders are considered to be the second set of shareholders (they receive their shares from the dissolving LLC). What this means is that the use of a simple state conversion form to convert an LLC to a ...

... Department's recent decision in Fuiaxis v. 111 Huron Street, LLC, 2009 NY Slip Op 00501 (2d Dept Jan. 27, 2009), presents ... words, the member or manager whose expenses are advanced remains at risk of having to reimburse the LLC in the event of an adverse outcome. Section 502, on the other hand, concerns enforcement of a member' ... claims pleaded against the other three members named as defendants. As quoted above, the Second Department's ruling specifically notes that the LLC Law does not preclude ...

... of this particular Restatement, and "Third" means it's the third version, which was published in 2006. For reference of how intense these efforts are, the Second version was published in 1958. In case you're wondering, the Second version also said ... "employee:" it's anyone acting on behalf of the company. Let me reiterate what that all means: the general legal rule across the country is that individuals acting on behalf of a company are personally liable for their tortious conduct, even if they ...