The new NY Business Divorce post under the link below provides a detailed and practical discussion of how to use litigation to protect LLC members from squeeze-outs and other mistreatment by majority members.
Here’s the link:
Author Archives: John Cunningham
BUSINESS SHORTS: BUSINESS DIVORCE CASES FROM ACROSS THE COUNTRY
The link below is to a new post in the “NY Business Divorce” blawg that summarizes ten important cases involving closely held companies (mainly LLCs) that have been decided during the past year, and the post provides links to the cases themselves. In my view, every LLC lawyer, regardless of the jurisdiction in which he or she practices, should have at least a basic knowledge of these ten cases.
Summer Shorts: Business Divorce Cases From Across the Country
DISCOUNTS FOR LACK OF MARKETABILITY
The new post from the FarrelFritz law firm address excellently a key issue in buy-sell provisions in multi-member LLC operating agreements—namely, the issue of the discount for lack of marketability (“DLOM”). Here’s the link:
MEMBERSHIP TRANSFERS ON LLC MEMBER’S DEATHS
The excellent new blog under the link below addresses the often challenging issue of properly drafting operating agreement terms for transfers of LLC memberships upon members’ deaths.
EQUITABLE DISSOLUTIONS
All U.S. LLC statutes provide statutory grounds on the basis of which LLC members may sue in court to dissolve their LLCs. However, situations can arise in which these grounds do not apply but one or more members of an LLC nevertheless believe that their LLC should be dissolved on “equitable grounds”—i.e., on the basis of fairness. The post in New York Business Law under the link below addresses the issue of equitable LLC dissolutions under the New York LLC Laws, but the reasoning in the post applies under many other LLC acts.
Here’s the link: Common-Law and Equitable LLC Dissolution: Going, Going, . . . | New York Business Divorce (nybusinessdivorce.com)
DISSOLUTION FOR OPPRESSION OF MINORITY MEMBER
In his excellent “NY Business Divorce” blog, Peter Mahler has just published an excellent post about the above topic under the following link:
SHOTGUN BUY-SELL AGREEMENT
The new post by Peter Mahler under the link below in Peter’s excellent “NY Business Divorce” blawg addresses possible conflicts between shotgun buy-sell provisions in LLC operating agreements and LLC statutory provisions providing LLC members with the right to petition the courts for LLC dissolutions.
Here’s the link: https://www.nybusinessdivorce.com/2021/05/articles/deadlock/holes-in-shotgun-buy-sell-agreement-keep-deadlock-dissolution-petition-alive/
EXPULSION PROVISIONS IN LLC OPERATING AGREEMENTS
The new post under the link below, from Peter Mahler in his excellent “NY Business Divorce” blawg, is one of the best discussions I’ve seen concerning member expulsion provisions in LLC operating agreements.
Here’s the link:
UNSIGNED LLC OPERATING AGREEMENTS
The new post in the excellent blawg entitled New York Business Divorce is under the link below. Its author introduces the post as follows:
In this week’s New York Business Divorce, we tackle two important legal issues for LLC owners. First, the circumstances in which an upon-death membership interest transfer provision in an unsigned, non-final operating agreement may be enforced. Second, whether a membership interest transfer provision in an operating agreement trumps a conflicting bequest in a last will and testament.
Here’s the link: Unsigned, Non-Final Operating Agreement Trumps Conflicting Testamentary Bequest of LLC Interest | New York Business Divorce (nybusinessdivorce.com)
EQUITABLE DISSOLUTION
The link below is to a new post in NY Business Divorce, Peter Mahler’s excellent blog, about a recent NY case which the court granted equitable dissolution to certain oppressed shareholders. The case may well be equally relevant to oppressed LLC members, and not only in NY.
Here’s the link: On the Menu: Steak and Equitable Dissolution | New York Business Divorce (nybusinessdivorce.com)