Attorney John M. Cunningham

The latest post by the Farrell Fritz law firm in its excellent website entitled “Business Divorce” is about how to handle the removal of LLC managers.

The Art of Manager Removal Combine a business divorce with a marital divorce and what do you get? Find out in this week's New York Business Divorce.

A key issue in the provisions of operating agreements of multi-member LLCs are those governing the duty, if any, of the LLCs ‘members and managers to give their members a right of first refusal with regard to “corporate opportunities” that the members or managers discover. The attached post from the FarrellFritz law firm provides an excellent introduction to that doctrine.

A Recurring Business Divorce Feature: Usurpation of Corporate Opportunity A claim for "usurpation of corporate opportunity" is simple to allege, but difficult to prove. Two recent cases out of the Manhattan Commercial Division and the U.S. District Court for the Southern District of New York explore the bounds of the corporate opportunity doctrine under New York and Delaw...

In a post in his website entitled “New York Business Divorce,” Peter Mahler of the FarrellFritz law firm has published an excellent discussion of the difference between equity and debt as among LLCs and their members. The post is under New York law, but the lessons in it are likely to be useful in all other jurisdictions. The link to the post is

A Loan Is a Loan Is a Loan, Except When It's Equity Characterizing funds transfers to and from the company and its owners as either loan or capital transactions, and failing to adequately document such transactions, can have drastic financial, tax, and litigation consequences. Learn more in this week's New York Business Divorce.

NY Business Divorce published an excellent article about the business judgment rule at https://www.nybusinessdivorce.com/2022/05/articles/family-owned-businesses/principles-of-fiduciary-deference-the-business-judgment-rule-and-exculpatory-clauses/.

Principles of Fiduciary Deference: The Business Judgment Rule and Exculpatory Clauses In this week's New York Business Divorce, read about the latest chapter in a long-running litigation saga between the son and daughter of artist Peter Max fighting for control of their family-owned corporation.

The excellent post in New York Business Divorce addresses an important new legal argument against s*x discrimination in public and closely-held businesses. You can read it at https://www.nybusinessdivorce.com/2022/05/articles/podcast-episodes/corporate-oppression-doctrine-meets-s*x-discrimination-a-conversation-with-professor-meredith-miller/.

Corporate Oppression Doctrine Meets S*x Discrimination: A Conversation with Professor Meredith Miller This week's post introduces the latest episode of the Business Divorce Roundtable podcast, featuring an interview with Professor Meredith Miller of Touro Law Center discussing her recent law review article entitled Challenging Gender Discrimination in Closely Held Firms: The Hope and Hazard of Corpo...

Under the link below, the FarrellFritz law firm provides an excellent summary of two recent articles in the ABA Business Lawyer about the debate among LLC scholars and lawyers about whether internal LLC disputes should be resolved by derivate or direct lawsuits.

Here is the link: LLCs, Direct vs. Derivative Claims, and Special Litigation Committees: A Lively Debate | New York Business Divorce (nybusinessdivorce.com)

https://www.nybusinessdivorce.com/2022/01/articles/llcs/a-two-act-play-of-llc-default-rules-and-manager-removal/
https://www.nybusinessdivorce.com/2022/01/articles/llcs/a-two-act-play-of-llc-default-rules-and-manager-removal/

A Two-Act Play of LLC Default Rules and Manager Removal The interplay between the default rules of the LLC law and the members' agreement sometimes gets complicated. In a duo of recent decisions from Justice Cohen, that interplay took center-stage when a majority of members invoked the default rules in an attempt to oust the managing member from authorit...