Under the link below is a post in Peter Mahler’s Business Divorce column about an issue that all LLC lawyers should be aware of. The author summarizes the subject of the column as follows:
Can an LLC member with a put option–the right to sell his interest back to the LLC–exercise that option when doing so will render the LLC insolvent? This week’s New York Business Divorce post highlights a recent decision by Justice Masley of the New York County Commercial Division considering this issue.
Here’s the link:
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/
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.
The link below is to the latest post by Peter Mahler, in which he addresses a recent New York state case in which a bought-out LLC member tried but failed to receive distributions over and above the buy-out price. The case suggests (to me, at least) that it may sometimes be useful to address this issue in operating agreements.
Here’s the link: https://www.nybusinessdivorce.com/2020/03/articles/advancement-and-indemnificatio/no-double-dipping-court-denies-post-valuation-date-distributions-in-equitable-buyout-of-llc-member/
Under the link below is a scary recent PLLC ruling by a NY court, as discussed by Peter Mahler of the FarrellFritz law firm in his latest post. Peter summarizes his post as follows:
This week’s New York Business Divorce examines a noteworthy decision by Justice Richard Platkin involving the break-up of a law firm organized as a professional services limited liability company, in which the court addressed the potential liability of two members to buy out a third member’s interest after they withdrew from the firm.
Here is the link:
Peter Mahler’s latest post—as usual, an excellent one—addresses a very recent New York appellate decision concerning a potential buy-out of a deceased member of a real estate holding company LLC—11 years after the member’s death! The facts are weird but the case nevertheless holds many lessons for LLC lawyers drafting buy-sell provisions for deceased LLC members.
Here’s the link:
Fixed-Price Buy-Sell Agreements
The new post by Peter Mahler under the link below is the best brief description of fixed-price buy-sell agreements among the owners of closely held businesses (including multi-member LLCs) I’ve ever seen—and it’s the best explanation I’ve ever seen of why not to use them.
Here’s the link: https://www.nybusinessdivorce.com/2019/01/articles/valuation/another-reason-not-use-fixed-price-buy-sell-agreements/