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3 Apr 2024, 8:37 am by Ashley Belanger
As head of safety, McRoberts will oversee X's global safety team, which was rebranded last month to drop "trust" from its name. [read post]
25 Mar 2024, 3:25 am by Peter J. Sluka
The last time we featured a notable decision on a claim for dissolution of a restaurant-operating LLC was in 2017, with a post by Frank McRoberts titled, “LLC’s Purpose Being Achieved? [read post]
6 Mar 2024, 8:00 am by Robert Kreisman
Dauterive responded improperly to evidence of shoulder dystocia by using lateral traction instead of the McRoberts maneuver. [read post]
6 Nov 2023, 4:16 am by Peter J. Sluka
  Article 9 incorporates Section 623, which contains the rights of shareholders to dissent from the Merger (which Frank McRoberts summarizes here). [read post]
2 Oct 2023, 4:22 am by Peter Mahler
For example, in the Kings County Brewers Collective case my partner and fellow blogger Frank McRoberts wrote about here, the court enjoined the majority members from amending the operating agreement, which prohibited any amendment “except by a written instrument executed by all of the Members,” by adopting new provisions that, among other things, converted the plaintiff’s Class A membership interest into a new “Class D” interest with no management rights. [read post]
26 Jun 2023, 4:12 am by Peter Mahler
The answer to Question #5 is “No” as established in the Pachter v Winiarsky case Frank McRoberts and I blogged about here, here, and here. [read post]
16 Jan 2023, 4:27 am by Peter J. Sluka
Last year, my co-blogger Frank McRoberts offered a construction of the Business Corporation Law that gave creditors and potential creditors an alternative: a path to insert themselves (and their claims) into a contested dissolution proceeding. [read post]
3 Jan 2023, 4:35 am by Peter Mahler
I’m delighted to present our 15th annual list of the past year’s ten most significant business divorce cases. [read post]
20 Oct 2022, 6:30 am by GGCRBHS&M
In order to relieve a shoulder dystocia and deliver the baby, there are a number of maneuvers that obstetricians are trained to use, including the McRoberts maneuver, Wood’s corkscrew, Rubin’s maneuver and the posterior arm delivery maneuver. [read post]
11 Jul 2022, 4:43 am by Peter J. Sluka
In 2019, after a 20-day bench trial, Justice Walker held that Capizzi was an equity partner of BPLLC at the time of his resignation from the partnership, and his resignation therefore triggered the dissolution of the partnership (read Frank McRoberts’ post on that decision, which focused mostly on whether Capizzi’s earlier testimony that he was an income partner estopped him from claiming status as an equity partner, here). [read post]
11 Apr 2022, 4:46 am by Peter J. Sluka
Stile and Anti-Dissolution Provisions A few weeks ago, Frank McRoberts wrote about anti-dissolution provisions in shareholder agreements. [read post]
21 Mar 2022, 4:29 am by Peter J. Sluka
 But, because even these principles have exceptions, as highlighted in Frank McRoberts’ post on the curious case of Webster v Forest Hills Care Ctr., LLC, which suggested that the right to an accounting might be absolute. [read post]
7 Feb 2022, 4:29 am by Peter Mahler
A recent post on this site by Frank McRoberts explains the two competing strands of New York case law on tax estoppel, one strand holding tax returns are not determinative of ownership status, the other holding they are. [read post]
27 Dec 2021, 12:37 am by Peter Mahler
It’s been another year of important case law developments in business divorce controversies. [read post]
9 Aug 2021, 3:58 am by Peter Mahler
My partner Frank McRoberts recently posted about two New York cases, one involving an LLC and the other a close corporation, in which the courts resolved conflicts between, on the one hand, provision in the operating/shareholder agreement dictating or otherwise restricting the identity of transferees of an owner’s interest upon death and, on the other hand, testamentary bequests of the same interests in the wills of the deceased owner. [read post]
24 May 2021, 3:56 am by Peter Mahler
The heyday of common-law dissolution — if it ever had one — is long past, largely displaced by a statutory dissolution remedy for oppressed minority shareholders paired with an elective buy-out option for the respondent majority shareholders. [read post]
4 Feb 2021, 11:42 am by John Hochfelder
The disclaimer was successfully challenged by defense counsel, Franklin McRoberts of Farrell Fritz, who prevailed upon an appellate court to order that coverage be afforded. [read post]
1 Jan 2021, 8:06 am by Joel R. Brandes
McRoberts, 326 F.3d 491, 500 (4th Cir. 2003) (adopting same, noting that “judicial ‘opinions of our sister signatories’ to the Convention are ‘entitled to considerable weight.) [read post]
7 Dec 2020, 4:59 am by Peter J. Sluka
For a more complete summary of the law on indemnification and advancement in the context of LLC disputes, see my colleague Frank McRoberts’ post, Can the Company Pay My Legal Fees? [read post]