Search for: "Shapiro v Ettenson"
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26 Feb 2018, 3:49 am
Which points back to Shapiro v Ettenson, a case I’ve written about several times before (here, here, and here). [read post]
3 Feb 2020, 3:53 am
Shapiro v Ettenson, 2019 NY Slip Op 33793(U) [Sup Ct NY County Dec. 23, 2019]. [read post]
8 Sep 2015, 3:28 am
The facts in Shapiro v Ettenson, 2015 NY Slip Op 31670(U) [Sup Ct NY County Aug. 16, 2015], are fairly simple. [read post]
2 Jan 2018, 3:03 am
This year’s list includes seven noteworthy appellate decisions, two of which — Mace v Tunick and Shapiro v Ettenson — are poised to have major impact on future operating agreements and business divorce cases involving LLCs. [read post]
30 Jan 2017, 3:34 am
Last week’s unanimous decision by the Manhattan-based Appellate Division, First Department in Shapiro v Ettenson, 2017 NY Slip Op 00442 [1st Dept Jan. 24, 2017], affirmed the lower court’s order enforcing an operating agreement signed by two of the LLC’s three co-founding, co-equal members, adopted two years after the LLC’s formation without the signature or consent of the LLC’s third member. [read post]
5 Dec 2016, 3:20 am
It’s a fascinating and controversial issue that, as far as I know, has been addressed in only one previous lower court decision in Shapiro v Ettenson which held that the LLC Law authorized the majority to adopt a binding post-formation operating agreement without the consent of the minority member. [read post]
31 Dec 2018, 3:56 am
Justice Scarpulla’s denial of the defendants’ dismissal motion deepens the debate over non-unanimous amendments triggered by the Shapiro v Ettenson rulings. [read post]
21 Dec 2015, 3:36 am
Shapiro v Ettenson, 2015 NY Slip Op 31670(U) [Sup Ct NY County Aug. 16, 2015], a case of apparent first impression in which the court held enforceable under LLC Law § 402(c)(3) an operating agreement executed by the majority members over a year after the LLC’s formation, which included provisions for additional capital contributions and adjustment of member percentage interests for failure to make a requested contribution. [read post]
8 Oct 2018, 3:47 am
In New York, Shapiro v Ettenson kicked things off, holding that the majority members of an LLC validly adopted a post-formation operating agreement without the minority member’s consent. [read post]
22 May 2017, 3:28 am
VC Laster’s Transcript Ruling in Gerlanc v Beatrice A recent transcript ruling by Vice Chancellor Travis Laster of the Delaware Court of Chancery in Gerlanc v Beatrice, CA No. 2017-0211-JTL (Mar. 23, 2017), reaches the opposite result on similar facts due to key differences in Delaware’s LLC Act. [read post]
22 May 2017, 3:28 am
VC Laster’s Transcript Ruling in Gerlanc v Beatrice A recent transcript ruling by Vice Chancellor Travis Laster of the Delaware Court of Chancery in Gerlanc v Beatrice, CA No. 2017-0211-JTL (Mar. 23, 2017), reaches the opposite result on similar facts due to key differences in Delaware’s LLC Act. [read post]
24 Jul 2017, 3:41 am
Another potentially important issue awaiting further developments in Golder is whether, in accordance with LLC Law § 402 (c) (3) as construed earlier this year by an appellate court in Shapiro v Ettenson, the respondents holding a majority of the membership interests could bind the petitioner to the LLC’s operating agreement providing for perpetual duration notwithstanding he never signed it. [read post]
13 Nov 2023, 4:07 am
Another is Barone v Sowers, 128 AD3d 484, 10 N.Y.S.3d 2 [read post]
