Under New York practice, the expression "Be Careful What You Ask For" has special meaning. Lawyers can find themselves in quite a quandary when they realize that the way they have framed claims.
In
Farro v. Schochet, the Second Department recently held that §1002 of the NY LLC Law restricted a dissenting member’s remedy to an appraisal for the fair value of his interest in the business after a freeze-out merger.[1] Thus, the Court reduced the legal remedies for a minority LLC member that lacked protections in the operating agreement against the merger.
Background on Freeze-out Mergers and Appraisal Remedy
A freeze-out merger typically involves controlling member(s) forcing minority member(s) out of a business by (1) creating a new business where the minority member(s) do not have a stake and then (2) using their controlling stake in the original business to merge it into the new business to freeze-out the minority member(s).
N.Y. Court Takes Contrary Position on Insurers’ Right to Recoup Defense Costs By Eric Stern and Andrew Lipkowitz | January 21, 2021
It has long been understood that under New York law, an insurance company may recoup defense costs paid on behalf of an insured once it has been ultimately determined that there was no coverage in connection with the underlying action, provided that the insurer reserved its rights to seek such reimbursement.
Multiple New York courts at both the trial and Appellate Division levels (New York’s intermediate appellate court), have adopted such a rule. However, a recent decision by the Appellate Division, Second Department in