Breaking the Deadlock: Litigating Dissolution and Buyout in the 50/50 LLC

Peter A. Mahler, Partner | Farrell Fritz, P.C.

Peter A. Mahler is a litigator at Farrell Fritz, P.C. whose practice centers on business divorce, meaning dissolution and other disputes among co-owners of closely held entities such as limited liability companies, corporations, and partnerships. He represents both control and non-control owners, frequently in family-owned businesses, and often advises owners before litigation begins on their rights and on structuring an amicable separation through buy-out, sale, or division of business assets. He brings decades of experience prosecuting and defending business divorce cases at trial and appellate levels and in mediation and arbitration proceedings, and he works closely with appraisers in valuation contests such as elective buyouts in dissolution proceedings and dissenting shareholder appraisals following cash-out mergers.

• Education & Credentials

Peter earned his J.D. from New York University School of Law, where he served as an editor of the Law Review, and his B.A. from the University of California, Santa Barbara. He is admitted to practice in New York and before the United States District Courts for the Eastern and Southern Districts of New York, the United States Court of Appeals for the Second Circuit, and the United States Supreme Court.

• Recognition & Leadership

Peter is listed in The Best Lawyers in America for Commercial Litigation (2024 to present) and in Super Lawyers, New York Metro, for Business Litigation (2013 to present), and holds Martindale-Hubbell’s AV Preeminent peer review rating. He is the author of the Practice Commentaries in McKinney’s Consolidated Laws of New York Annotated for the Limited Liability Company Law and the Revised Limited Partnership Act, publishes the widely followed New York Business Divorce blog with more than 800 articles, and produces the Business Divorce Roundtable podcast.

• Professional Involvement

Peter is a Founding Fellow of the American College of LLC and Partnership Attorneys and a member of the American Bar Association. He lectures frequently on business divorce topics at continuing education programs for attorneys, members of the bench, and appraisers, and a number of his published articles have been cited in judicial opinions and law reviews.

• Experience

Peter has won landmark appellate decisions interpreting the Limited Liability Company Law on cash-out mergers, member action by written consent, and the rights of members following voluntary withdrawal, as well as a landmark appellate decision recognizing fraud-based breach of fiduciary duty as a basis for the fraud-discovery rule. His results in deadlock matters include a post-trial decision granting judicial dissolution of a moving company owned by deadlocked 50-50 members and summary dismissal of a dissolution petition alleging deadlock between 50-50 shareholders of a law firm organized as a professional corporation. He has also obtained favorable fair value awards for dissenting minority shareholders, defended claims for wrongful dissolution of general partnerships holding major real estate, and won an arbitral award upholding the removal of a 49% LLC member as an officer.

Franklin C. McRoberts, Partner | Farrell Fritz, P.C.

Franklin C. McRoberts is a partner at Farrell Fritz, P.C. who concentrates on litigated disputes between the owners of closely held businesses, including partnership, corporation, and LLC derivative suits, dissolutions, breakups, buyouts, cash-out mergers, and valuations. Frank also represents schools, businesses, and real property owners in insurance coverage litigation involving reservations of rights, disclaimers, denials of defense or indemnity, rescissions, bad faith, and errors and omissions, and his practice extends to general contract disputes, business torts, restrictive covenants, and real estate transaction disputes.

• Education & Credentials

Frank earned his J.D. from Seton Hall University School of Law and his B.A. from Colgate University. He is admitted to practice in New York.

• Recognition & Leadership

Frank is listed in Super Lawyers, New York Metro, for Business Litigation (2020 to present), was named to the New York Metro Rising Stars list for Business Litigation from 2013 to 2018, appears in The Best Lawyers in America for Commercial Litigation (2023 to present), and holds Martindale-Hubbell’s AV Preeminent peer review rating.

• Professional Involvement

Frank serves on the Board of Trustees of the Roslyn Landmark Society and on the Board of Directors of the Caumsett Foundation, and he writes regularly on disputes among business co-owners for the New York Business Divorce blog.

• Experience

Frank served as lead trial attorney in a first-of-its-kind, five-week insurance bad faith jury trial in the Manhattan Commercial Division in 2025, obtaining a unanimous verdict for a policyholder of $6.1 million in breach of contract damages plus an additional $2.65 million in bad faith extracontractual damages, following multiple rounds of pre-trial appellate victories in the same case. His appellate results in owner disputes include Farro v Schochet, the first holding by any New York appellate court that the exclusive appraisal remedy of Limited Liability Company Law § 1002 bars post-merger claims to set aside an LLC merger, and affirmance of the denial of dismissal of a fair value appraisal petition following an LLC cashout merger. He also concluded a father-and-son business divorce litigation with summary judgment dismissing the sole surviving shareholder derivative claim on statute of limitations grounds.

Kurt M. Heyman, Partner | Heyman Enerio Gattuso & Hirzel LLP

Kurt M. Heyman is a partner at Heyman Enerio Gattuso & Hirzel LLP whose practice focuses on corporate and commercial litigation in the Delaware Court of Chancery, the nation’s premiere forum for the resolution of corporate governance disputes. Representing both public and private companies and their owners and managers, Kurt has developed a niche practice in business divorce cases involving the separation of owners of privately held business entities and has litigated through trial some of the biggest and most groundbreaking cases in the area. He has also successfully litigated numerous stockholder class and derivative actions, appearing for stockholders as well as for directors and officers, and has argued a string of precedent-setting insurance coverage cases before the Delaware Supreme Court.

• Education & Credentials

Kurt earned his J.D. from the University of Chicago Law School in 1991 and his A.B. with high distinction from the University of Michigan in 1988, where he was elected to Phi Beta Kappa. After law school, he served as law clerk to The Honorable Jack B. Jacobs of the Delaware Court of Chancery from 1991 to 1992.

• Recognition & Leadership

Kurt is ranked AV Preeminent by Martindale-Hubbell and is regularly listed in Chambers USA: America’s Leading Lawyers for Business, The Best Lawyers in America, Super Lawyers, and Delaware Today’s Top Lawyers. He serves on the Editorial Board of the Delaware Law Review.

• Professional Involvement

Kurt is a member of the Corporation Law Council of the Delaware State Bar Association, where he previously served as Secretary, and of the ABA Business Law Section’s Business and Corporate Litigation Committee, where he is past Chair of both the Business Divorce Subcommittee and the Corporate Counseling and Litigation Subcommittee. He is a past Group Co-Leader of the Richard S. Rodney Inn of Court, served on the Board of Trustees of the Delaware Museum of Nature & Science from 2011 to 2023, and is a frequent author and lecturer on Delaware corporate law and practiced before the Court of Chancery.

• Experience

Kurt has taught as an adjunct professor at Fordham University School of Law, Widener University School of Law, and Brigham Young University’s J. Reuben Clark Law School. Before joining the firm, he practiced at Morris, Nichols, Arsht & Tunnell, at Wolf Block Schorr and Solis-Cohen, and at The Bayard Firm, where he served as a Director and as a member of the Executive Committee.

SESSION 1 – The ‘Not Reasonably Practicable’ Standard Across Jurisdictions | 1:00pm – 1:30pm

This session examines what a petitioner must prove to satisfy the ‘not reasonably practicable’ standard, how that burden differs from showing interpersonal conflict alone, and how the threshold varies across New York, Delaware, Minnesota, and New Jersey.

SESSION 2 – Landmark Recent Decisions: Structural Deadlock, Anti-Dissolution Waivers, and Equitable Dissolution | 1:30pm – 2:00pm

This session surveys the landmark appellate rulings of 2025 and 2026 on structural deadlock, antidissolution waivers, and equitable dissolution, including the 2025 New York appellate split over whether a waiver can defeat a dissolution petition.

BREAK | 2:00pm – 2:10pm

SESSION 3 – Evidentiary Factors Courts Examine When Evaluating a Deadlock Petition | 2:10pm – 2:40pm

This session identifies the specific evidentiary facts courts require beyond the parties’ disagreement, explains how a 50/50 structure versus odd-number majority rule affects whether deadlock is cognizable, and shows how to marshal the record courts scrutinize.

SESSION 4 – Drafting Failures That Create Deadlock Litigation and Mechanisms to Prevent It | 2:40pm – 3:10pm

This session reviews the operating agreement drafting failures that routinely generate deadlock litigation and the mechanisms that reduce or eliminate exposure to judicial dissolution, followed by questions and takeaways.