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The Magnolia State Wins the Prize for Novel Alternative Remedies in LLC Dissolution Cases

Farrel Fritz

New York courts are not in the vanguard when it comes to devising less drastic, alternative remedies in LLC judicial dissolution cases. In their defense, there’s nothing in Article 7 of New York’s LLC Law that expressly authorizes the courts to do so. In neither of those cases was there a “liquidation” or a “dissolution” of the LLC.

Banking 59
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Kaltura Confirms Receipt Of Unsolicited Proposal From Panopto

Benzinga

a private company owned by K1 Investment Management, LLC, regarding a non-binding, unsolicited proposed business combination transaction in which Panopto would acquire all of the Company's outstanding common stock at a purchase price of $3.00 Kaltura's mission is to power any video experience for any organization.

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Use Caution When Amending Your Operating Agreement Without Unanimous Consent

Farrel Fritz

Such provisions are especially prevalent with smaller, member-managed LLCs as opposed to larger, manager-managed LLCs having some number of passive investors. The Statute Section 417 (b) starts off with the broad pronouncement authorizing amendment of an operating agreement “from time to time as provided therein.”

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Appellate Rulings Endorse Courts’ Broad Remedial Powers Over Condo and Co-op Board Elections

Farrel Fritz

The cases cited in the court’s opinion either do not involve demands to inspect a shareholder list, or deny inspection of the shareholder list based on a non-compliant § 624 affidavit without reaching the question whether the right to inspect the list nonetheless exists under common law. Manhattan Commercial Division Justice Joel M.

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Oil & Gas Investment Banking: The First Victim of the ESG Cult?

Brian DeChesare

Isn’t the entire world going to stop using fossil fuels immediately and switch to solar power for everything?”. Integrated Oil & Gas – These companies do everything above and are diversified across geographies. Many are owned in whole or in part by governments (“national oil companies” or NOCs).

Banking 87
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John C. Coffee, Jr. – Mass Torts and Corporate Strategies: What Will the Courts Allow?

Reynolds Holding

The company began selling Johnson’s Baby Powder in 1894 and continued until the first successful actions were litigated beginning in 2013. This transformation was accomplished pursuant to a divisive merger under the Texas Business Organizations Code, pursuant to which JJCI was terminated and the two new Texas LLCs, were created.

Equity 64
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Milbank Discusses Universal Proxy and “Horizontal” Conflicts

Reynolds Holding

There is reason to believe the SEC’s new universal proxy Rule 14a-19 will result in more stockholder nominees being elected to the boards of public companies. When a stockholder nominates a director however, a host of questions arise that are qualitatively different.