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Second Department Limits Plaintiff to Appraisal Remedy Under New York LLC Law After a Freeze-out Merger | Patterson Belknap Webb & Tyler LLP

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 minori...
New York United States Levi Wilhelm Zalman Schochet Justice Sylvia Any Partnership Law

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