Search for: "New Majority Holdings, LLC"
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21 Jul 2011, 7:09 pm
One of the first decisions new business owners face is what type of entity they should use to form their new company. [read post]
20 Apr 2020, 4:10 am
In its opinion last month, the appellate court held that the assignment was void ab initio because it was executed only by the two members of Faction #1 holding an aggregate 50% interest, i.e., without authorization by a majority in interest of the members as required by the LLC’s operating agreement. [read post]
19 Feb 2018, 3:22 am
Under the right set of facts, New York courts occasionally find remedies for LLC owners not explicitly authorized in the Limited Liability Company Law (“LLC Law”). [read post]
8 Aug 2022, 3:10 am
One of the oddities of Shalov: the case involved conversion of a New York limited partnership to a Delaware LLC, yet the Court applied New York law. [read post]
2 Feb 2020, 7:05 am
New York and Delaware do not provide an oppression remedy (By oppression, I include the broad category of wrongful conduct that majority owners may inflict on minority owners.) [read post]
23 Apr 2018, 3:41 am
Unlike those states, New York’s LLC Law omits any provision authorizing a derivative action. [read post]
16 Oct 2017, 3:33 am
” Further Thoughts The default rules in most LLC statutes (including Delaware and New York) limit books-and-records inspection rights to those Justice Kornreich referred to as “full-fledged members” with both voting and economic rights, meaning, for instance, that a “mere” assignee of a membership interest who hasn’t been admitted as a member and holds an economic interest only, cannot demand an inspection unless… [read post]
16 Oct 2017, 3:33 am
” Further Thoughts The default rules in most LLC statutes (including Delaware and New York) limit books-and-records inspection rights to those Justice Kornreich referred to as “full-fledged members” with both voting and economic rights, meaning, for instance, that a “mere” assignee of a membership interest who hasn’t been admitted as a member and holds an economic interest only, cannot demand an inspection unless… [read post]
20 Nov 2017, 2:13 am
As described in the abstract, the article addresses the “new and separate opportunity for oppression” that “exists because LLC law purports to (1) recognize a species of persons holding legal rights vis-á-vis the LLC (assignees) while (2) denying those persons any remedies whatsoever in connection with those rights. [read post]
30 Oct 2017, 4:29 am
Third, FR Holding is one of those highly unusual cases in which members holding a majority interest seek judicial dissolution, raising the obvious question, what stopped them from filing a certificate of voluntary dissolution and then, if necessary, petition the court to appoint a liquidating trustee under LLC Law 703? [read post]
10 Dec 2018, 3:08 am
The [LLC’s] members would be forced into a new business with new investors and have different rights. [read post]
31 Aug 2020, 4:56 am
And a majority LLC member might use § 18-607 or its New York analogue to thwart a minority member’s put rights. [read post]
7 Feb 2011, 11:22 am
A leading example is New York’s Matter of 1545 Ocean Avenue, LLC v. [read post]
9 Mar 2011, 12:54 am
Major debt holders include Bank of America, Praesidian Capital Investors, LP, and LNB Holding LLC. [read post]
Repeat After Me: You May Not Expel a Member of a New York LLC Unless the Operating Agreement Says So
17 Sep 2018, 3:25 am
In the years since Chiu, I’ve seen no cases deviating from its holding. [read post]
5 Jun 2024, 3:38 pm
Attorney’s Office for the Eastern District of New York. [read post]
13 Mar 2023, 4:33 am
In a member-managed LLC (the default under New York Law), majority rules for major decisions, and each member has the independent authority to manage the day-to-day affairs of the company. [read post]
19 Oct 2020, 4:19 am
Pachter involved four real property holding LLCs, two with written operating agreements, two without, owning multi-family properties in Brooklyn. [read post]
22 May 2015, 12:01 pm
DePalo is alleged to have misappropriated millions from foreign investors in a holding company called Pangaea Trading Partners LLC. [read post]
21 Oct 2019, 12:14 am
District Court, the case involved a suit to dissolve a two-member LLC brought by its China-based majority member which argued that the LLC should be considered a nominal party whose citizenship should be ignored in evaluating diversity. [read post]
