The link to Peter Mahler’s latest post is https://www.nybusinessdivorce.com/2020/02/articles/expulsion-and-removal/the-curious-case-of-the-expelled-llc-member-bound-by-operating-agreement-he-never-signed/ The title of the post tells it all:
The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed
In the 1990’s, I regularly published a column in the Concord Monitor, my home-town newspaper, about business law and tax. The title was “Law in the Marketplace.’ Today I resumed publishing that column. The link to the first new column is https://www.concordmonitor.com/John-Cunningham-32358675. The title to the column is “Tips When Starting Up.”
Peter Mahler has described his latest post in “New York Business Divorce” as follows:
This week’s New York Business Divorce highlights an interesting decision by Commercial Division Justice Andrea Masley addressing claims that the minority members of an LLC breached the operating agreement’s anti-withdrawal provisions by demanding a buyout and bringing a damages suit against the managing member.
Needless to say, the post, although it is based on a recent New York case, is likely to be of interest to LLC lawyers in many jurisdictions.
The link to the post is: https://www.nybusinessdivorce.com/2020/01/articles/llcs/a-case-of-llc-withdrawal-symptoms/
In his latest post, the link to which is below, Peter Mahler poses the issue as follows:
Under what circumstances, if at all, does resignation of one member of a two-member board of directors eliminate “deadlock” and “internal dissention” as available grounds for corporate judicial dissolution?
Although the entity that is the subject of Peter’s post is a corporation, the post is also relevant for the many multi-member LLCs that have a corporate management structure,
Here’s the link:
Handling LLC dissolutions is a significant part of the practice of many LLC lawyers. On the basis of a recent federal trial court case, the new post by Peter Mahler under the link below addresses the strong inclination of federal courts to transfer judicial dissolution cases to state courts.
Here’s the link:
The Delaware Limited Liability Company Act lets members provide virtually unlimited exculpation to managers and others from breaches of fiduciary duties. The Delaware case summarized under the link below makes clear that, if properly drafted, these exculpatory provisions work.
Under the link below is an article I’ve just published in Tax Notes, a daily federal and state tax information service. The article is entitled “Section 199A Restructuring: The Process and its Risks.”
Here’s the link:
Under the link below is Peter Mahler’s last post of 2019—and it’s a fine one (as usual); it’s his listing and summary of the top ten “business divorce” cases of 2019. As you’ll see, many of them are relevant to LLC practice.
Here’s the link: https://www.nybusinessdivorce.com/2019/12/articles/annual-top-10-cases/top-ten-business-divorce-cases-of-2019/
LLC fiduciary duties are, in essence, the duties of members and managers to act ethically toward the LLC. Fiduciary duties also represent the “team spirit” of an LLC, which can be critical to its success. The two main fiduciary duties are the duties of care and loyalty. Operating agreements should normally spell out the fiduciary duties of the members and managers of a multi-member LLC comprehensively, so that they’ll know how to act as members and managers from Day 1.
Peter Mahler’s latest post, under the link below, discusses a recent NY trial court decision on the issue of what plaintiffs must show in order to obtain a court order dissolving their LLC. The decision is under NY law, but its reasoning will undoubtedly be relevant under the LLC acts of many other states.
Here’s the link: https://www.nybusinessdivorce.com/2019/12/articles/grounds-for-dissolution/llc-members-petition-to-dissolve-boxing-club-dealt-first-round-ko/