You searched for: "Corporate Transactions"
Search Results
August 2, 2024
Summary Judgment Granted In Part, Denied In Part In Action Between Limited Partners
In an order dated June 4, 2024, Justice Andrew Borrok resolved various claims among limited partners in a real estate entity, granting summary judgment to each side on some claims. Melrose Associates Limited Partnership v. Floral Associates Limited Partnership, Index No. 651323/2020. Read More
November 3, 2023
First Department Finds the Sale of 100 percent of Membership Interest in an LLC is Not a “Dissolution” Under the Operating Agreement
In an Opinion, dated September 21, 2023, in Southern Advanced Materials, LLC v. Robert S. Abrams, et al., No. 2022-04949 (1st Dep’t), the First Department found that a corporate transaction involving the sale by a limited liability company of a company it owned, structured as a sale of 100 percent of the LLC’s membership interests in the target company, did not constitute a “dissolution” under the LLC’s operating agreement and Delaware law. The dispute arose when a former stakeholder in the LLC and company sought to recover a preferred return that it was entitled to upon “dissolution” of the LLC. Under the terms of the LLC’s operating agreement, a dissolution would occur upon “the disposition by the [LLC] of substantially all of its assets.” The shareholder therefore argued that the sale met this definition because the acquisition resulted in the disposition of the LLC’s assets (i.e., the target company). Read More
