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19 Jan 2022, 12:19 pm
DELAWARE SUPREME COURT DECISIONS Supreme Court Confirms Impact of Bankruptcy on LLC Membership A recent Delaware Supreme Court ruling endorsed the reasoning of a Delaware Court of Chancery decision holding that federal bankruptcy law does not entirely preempt the Delaware LLC Act to the extent that the LLC Act provides for a member of an LLC to become an assignee only, with economic rights, upon the filing of bankruptcy by that… [read post]
3 Oct 2011, 3:00 am
Section 1102(b)'s proper-purpose requirement, which is mirrored in the LLC's operating agreement, does not set a particularly high hurdle. [read post]
16 Oct 2017, 3:33 am
Take the recent case of Tungsten Partners LLC v Ace Group International LLC, 2017 NY Slip Op 32025(U) [Sup Ct NY County Sept. 20, 2017], in which Manhattan Commercial Division Justice Shirley Werner Kornreich was called upon to decide whether the plaintiff holder of a 4% non-voting profits interest, identified as a “Management Member” in a 65-page operating agreement (plus another 170 pages of schedules and exhibits), was a… [read post]
16 Oct 2017, 3:33 am
Take the recent case of Tungsten Partners LLC v Ace Group International LLC, 2017 NY Slip Op 32025(U) [Sup Ct NY County Sept. 20, 2017], in which Manhattan Commercial Division Justice Shirley Werner Kornreich was called upon to decide whether the plaintiff holder of a 4% non-voting profits interest, identified as a “Management Member” in a 65-page operating agreement (plus another 170 pages of schedules and exhibits), was a… [read post]
8 Jan 2018, 3:29 am
Deadlock Between LLC’s Co-Managers Requires Hearing in Dissolution Proceeding Advanced 23, LLC v Chamber House Partners, LLC, 2017 NY Slip Op 32662(U) [Sup Ct NY County Dec. 15, 2017]. [read post]
18 Sep 2011, 7:29 am
The LLC was formed in Delaware, which normally means Delaware law applies. [read post]
17 Apr 2023, 4:01 am
It then goes on to qualify the assignment as entitling Veronique to “the rights of a non-member assignee under the Delaware [LLC] Act and a non-member Transferee under the Operating Agreement. [read post]
31 Jul 2017, 3:28 am
The third time definitely wasn’t a charm for the plaintiff in Austin v Gould, 2017 NY Slip Op 31494(U) [Sup Ct NY County July 13, 2017], in which the court dismissed ill-pleaded claims for “unfettered and unlimited access to all books and records” of a series of Delaware limited liability companies and their wholly-owned real estate subsidiaries. [read post]
12 Feb 2024, 10:00 pm
New Practical Guidance Content Employment Application (AL) – by Anthony Michel, Michel & King LLC Equal Employment Opportunity Policy (with Acknowledgment) (AL) – by Anthony Michel, Michel & King LLC Family and Medical Leave Policy (with Acknowledgment) (AL) – by Anthony Michel, Michel & King LLC Internship Agreement (Learning Contract) (AL) – by Anthony Michel, Michel & King LLC Non-compete, Customer and Employee… [read post]
3 Jun 2013, 3:29 am
The LLC was originally formed in 1996 as a New York LLC and later merged into a Delaware LLC. [read post]
11 May 2020, 3:19 am
They formed Mile High Run Club, LLC. [read post]
19 Oct 2020, 4:19 am
Five years ago, we wrote about an important decision from the Delaware Chancery Court, In re Carlisle Etcetera, LLC, 114 A3d 592 [2015], in which a court recognized for the first time the existence under Delaware law of a viable cause of action for “equitable dissolution” of an LLC based upon the court’s equity powers, notwithstanding the existence of a statute explicitly setting forth the grounds for judicial dissolution. [read post]
15 Feb 2010, 3:00 am
Jain involved an LLC formed under Delaware's LLC Act, which, unlike New York's law, expressly authorizes the LLC agreement to provide for the elimination or forfeiture of a member's interest for failure to comply with the LLC agreement, or under any other circumstances specified in the LLC agreement (see Delaware LLC Act Section 18-306 and Section 18-502(c)). [read post]
3 May 2016, 11:02 am
The decision, in In the Matter of Viking Pump, Inc. and Warren Pumps, LLC, Insurance Appeals, comes in response to two questions certified from the Delaware Supreme Court: 1. [read post]
24 Feb 2020, 2:06 am
In 2011, the defendant Yun filed a certificate of cancellation of the LLC with the Delaware Secretary of State. [read post]
11 May 2016, 6:34 am
The decision, in In the Matter of Viking Pump, Inc. and Warren Pumps, LLC, Insurance Appeals, comes in response to two questions certified from the Delaware Supreme Court: Under New York law, is the proper method of allocation to be used all sums or pro- rata when there are non-cumulation and prior insurance provisions? [read post]
23 Nov 2020, 4:25 am
High food costs. [read post]
25 Jul 2011, 3:00 am
Chrisman's study also revealed a huge disparity in the state-by-state rates, ranging from Connecticut on the high end with LLCs constituting 92% of new business formations and Illinois on the low end with only 38%. [read post]
3 Dec 2018, 4:01 am
” It therefore followed, the court held, that “it is not reasonably practicable for the Company to carry on its business” and that dissolution is required under Delaware LLC Act § 18-802. [read post]
31 Mar 2010, 9:33 pm
Purchase of Prattsburgh Real Property On February 22, 2008, we entered into a purchase agreement with Windfarm Prattsburgh, LLC, a Delaware limited liability company and our indirect wholly owned subsidiary; UPC Wind Partners II, LLC; and BEC New York Properties, LLC, a Delaware limited liability company that is owned by Brian Caffyn, with respect to a parcel of land situated in the town of Prattsburgh, New York pursuant to which Windfarm Prattsburgh,… [read post]
