BUY-SELL PROVISION AS A CALL OPTION

Whenever you draft a buy-sell provision in an LLC operating agreement, you want to consider whether it’s also, effectively, a call provision.  The new post from Peter Mahler’s blawg under the link below addresses a recent Delaware Court of Chancery case on this issue.

Here’s the link:  https://www.nybusinessdivorce.com/2020/06/articles/buyout/consider-whether-your-buy-sell-provision-is-a-call-option-before-pulling-the-trigger/

WHEN AN LLC AGREEMENT CONTRADICTS A MEMBER’S ESTATE PLAN

The litigation issue addressed in the new post below from Peter Mahler’s NY Business Divorce website is one that few if any of us are ever likely to encounter in our practice (or, hopefully, in our lives).  But it’s also true that while Peter’s posts are always excellent, few of them can fairly be described as “steamy.”  If you like steamy blawg posts, click on the link below.

Here’s the link:

https://www.nybusinessdivorce.com/2020/06/articles/operating-agreement/how-to-resolve-competing-estate-plans-of-an-llc-owner-with-a-double-life/

FIDUCIARY LIABILITY OF THIRD PARTIES TO AN LLC

Under the link below, the Pepper Hamilton law firm discusses a very recent decision of the Delaware Court of Chancery addressing the potential fiduciary liability of persons who are not parties to an LLC operating agreement (in this case, it was an investor) to the parties to the agreement.  Here’s the link:

https://www.pepperlaw.com/publications/delaware-chancery-court-sustains-breach-of-fiduciary-duty-claims-against-nonparty-to-llc-agreement-2020-05-26/

PETER MAHLER INTERVIEW OF DONALD J. WEIDNER

Below is a link to Peter Mahler’s podcast interview of Donald J. Weidner, Dean Emeritus of Florida State University College of Law, about his forthcoming article in The Business Lawyer entitled LLC Default Rules Are Hazardous to Member Liquidity.  Here is the link to the podcast:

https://www.nybusinessdivorce.com/2020/05/articles/podcast-episodes/member-liquidity-default-rules-and-the-corporate-ization-of-llcs-a-conversation-with-dean-donald-j-weidner/

CONTRACTS AND COVID-19

The article noted in the post under the link below may provide companies that have committed to purchase other companies with a legally valid ground for using the Coronavirus Pandemic as a basis for withdrawing from their commitment.

Here’s the link:

https://delawarechancery.foxrothschild.com/mergers-and-acquisitions/court-of-chancery-weighs-terminating-ma-deals-under-material-adverse-effect-clauses/?utm_source=Fox+Rothschild+-+Delaware+Chancery+Law+Blog&utm_campaign=d884eb72d1-RSS_EMAIL_CAMPAIGN&utm_medium=email&utm_term=0_86821ff155-d884eb72d1-70733165

LLC DISSOLUTIONS AND COVID-19

The latest post in the excellent blawg entitled “New York Business Divorce” contains an excellent discussion of a very recent New York trial court decision that addresses, among many other issues important to LLC lawyers, the issue (addressed in a footnote) of the impact of the Coronavirus Pandemic on the availability of dissolution remedies to members of LLCs harmed by the pandemic.

Here’s the link to the post:

https://www.nybusinessdivorce.com/2020/05/articles/dissolution-basics/will-the-pandemic-be-a-boon-for-future-llc-dissolution-claimants/

“SOLE AND ABSOLUTE DISCRETION”

Peter Mahler introduces his latest post in “New York Business Divorce” as follows:

“Is there such a thing as a contractually-infused, common-law fiduciary duty that can override an LLC manager’s “sole and absolute discretion”? Decide for yourself when you read this week’s New York Business Divorce.”

In many operating agreements of multi-member LLCs, the issue Peter addresses is major.

Here’s the link to his post:

https://www.nybusinessdivorce.com/2020/05/articles/llcs/when-an-llc-managers-sole-and-absolute-discretion-is-neither-sole-nor-absolute/

IRREVOCABILITY OF LLC MEMBER BUY-OUT RIGHT

The very recent Delaware Court of Chancery case discussed under the link below is yet additional evidence that if you want any specific buy-out right or other right in an operating agreement to be revocable, the operating agreement must explicitly so provide.

https://www.lexology.com/library/detail.aspx?g=51b78f76-8db1-4696-b7b2-610b817b3a02&l=8UX9J5Q