Appellate Division of the Supreme Court of the State of New York January 23, 2014 (Alf Naman Real Estate Advisors, LLC v. Cape Sag Developers, LLC)

The November 2, 2007 Amended and Restated Limited Company Agreement of Capnam Sag Management, LLC (Capnam Sag) prohibited defendant Cape Sag Developers, as managing member of Capnam Sag, from involving Capnam Sag in a merger except in a “Controlled Transaction” where the surviving entity is an “Affiliate” of Capnam Sag.