Lawyers who counsel and litigate on behalf of owners of closely held companies, along with business appraisers and planning professionals, are heavily dependent on the guidance provided by judicial opinions in cases involving dissolution, buyout and other disputes between co-owners. After all, court decisions in business divorce cases generally highlight one or another deficiency or omission in the firm’s organic documents such as a shareholder agreement for a close corporation or operating agreement for a limited liability company (LLC). One business owner’s litigation success or failure is another’s drafting solution.
Last year, New York appellate and trial courts issued many important decisions affecting the rights and relations of business co-owners in corporations, partnerships and LLCs. The cases featured in this annual review include decisions addressing fiduciary duty and waiver, a court’s power to remove and replace the general partner of a limited partnership, the procedure for LLC members to dissent from mergers, and valuation discounts.
