"Unprofitable" Companies, Judicial Dissloution & Managerial Discretion

In Further Thoughts on Youngwall and Judicial Dissolution of the Unprofitable LLC, Peter A. Mahler (New York Business Divorce blog), discusses the interplay between

1. an LLC member's right to seek judicial dissolution of an unprofitable LLC,
2. disputes between members as to the viability of the LLC's business,
3. the failure to have (or find soon enough) an operating agreement to help resolve disputes, and
4. how fiduciary waivers and the implied covenant of good faith and fair dealing might apply.

Mahler has an excellent summary of the facts, so I will not detail them here.

A couple of quick observations:

• Petitions for judicial dissolution generally speak to the equitable discretion of the court, even if the statute does not say so.  Like Spike Lee, courts just want to the "right thing".
• If the operating agreement gives one member managerial discretion, wouldn't the business judgment rule apply to the decision to "ride out the storm?"  Assuming, of course, that the dissident member did not have the right to approve a necessary action.  In close corporations, courts have held that the exercise of a veto is subject to fiduciary duties.  In any event, in states that recognize the implied covenant of good faith and fair dealing, presumably that would apply to the exercise pf the veto.