The conflict of operating agreement provisions and statutory default provisions, discussed in the new blog in the link below, can arise in many cases in which the members of a multi-member LLC seek to remove a manager.
The above question is addressed in the latest post from New York Business Divorce. Here’s the link:
The attached new New York Business Divorce post addresses a “direct vs. derivative” problem that arises in litigation by LLC members against their LLCs or their managers or other members in many states. The New Hampshire LLC Act is drafted to prevent the problem, and I suspect there are at least a few other acts that do the same. But New York law—addressed in the post—is likely to be useful in many states besides New York.
In the link below, the wonderful law blawg called NY Business Divorce lists what the authors of the blawg view as the top ten business divorce cases of 2021. This list by itself may be useful to you, but I should add that the blawg website also has a superb index that makes it easy to find cases on specific LLC and closely held corporation issues important to practitioners.
The new blawg from the FarrellFritz law firm under the link below addresses a New York case in which the court enforced the buy-sell provision of a corporation’s shareholders agreement triggered by the shareholders’ petition for dissolution. The case is also undoubtedly applicable to LLCs, and not only in NY but also, as least for purposes of persuasion, in other states.
The link below is to a discussion between Peter Mahler and Susan Pace Hammil, a leading LLC scholar about the LLC business organization form as it approaches its 50th anniversary. Professor Hamill has recently published an interesting law journal article about the meaning of this anniversary. .
An interesting case, under NY law, about LLC indemnifications (involving former president Trump):
Under the link below is yet another excellent post in the law blawg “NY Business Divorce” about litigation involving issues as to who were the real owners of the LLCs in question and what was the real ownership percentage of each in each LLC. In my experience, these issues arise constantly. The only solution to these issues is, of course, crystal-clear drafting.
Here’s the link:
The IRS has just issued cost-of-living adjustments for federal tax purposes. See Rev Proc 2021-45, 2021-48 IRB; IR 2021-219, 11/10/2021.
With regard to section 199A, the rev. proc. provides as follows:
Income-based limitations on Sec. 199A/qualified business income deduction. For 2022, taxpayers with taxable income above $170,050 for single and head of household returns, $340,100 for joint filers, and $170,050 for married filing separate returns are subject to certain limitations on the Code Sec. 199A deduction. The 2021 amounts were $164,900, $329,850, and $164,925.
The latest post from the excellent blawg, New York Business Divorce, is about case law concerning the effectiveness of unsigned and partially signed LLC operating agreements. Here’s the link: