New York courts are frequently called upon to resolve disputes over whether a limited liability corporation ("LLC") should be dissolved. The dissolution of New York LLCs is governed by Article 7 of the New York Limited Liability Company Law ("LLCL"). Section 702 thereof provides that, as one ground, judicial dissolution may be decreed "whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement." Two primary questions drive the determination of whether dissolution is proper under the provision. First, does the petitioner seeking judicial dissolution have standing to request that relief? And, second, is it "reasonably practicable" for the LLC to continue fulfilling its organizational purpose?
Recalibrating functional claiming: A way forward
What are the misconceptions and what should be done to recalibrate functional claiming standards accordingly?