Category: Member Disputes

The attached case involves a very interesting issue about advancement and indemnification.

https://llc199a.com/wp-content/uploads/Freeman-Family-v-Park-Avenue-Landing.pdf

Under the link below is a new and fascinating post by Peter Mahler on the important issue of deadlock among LLC members.  Peter’s introduction to the post is as follows:

Can a Deadlock Resolution Provision Cause Deadlock? This One Did

By Peter Mahler on May 20, 2019 06:24 am

Last week’s decision by Chancellor Bouchard in Acela v. DiFalco involves a flawed deadlock resolution provision in an LLC agreement that not only failed to resolve deadlock, it was exploited by one side to create deadlock. Learn more in this week’s New York Business Divorce.

Here’s the link:  https://www.nybusinessdivorce.com/2019/05/articles/deadlock/can-a-deadlock-resolution-provision-cause-deadlock-this-one-did/

The best source I know of for the case law on LLC appraisal processes is Peter Mahler’s Business Divorce blawg.  In this post, Peter provides a brief but very information general discussion of the steps in this process.    Here is the link to his post:  https://www.nybusinessdivorce.com/2019/05/articles/dissenting-shareholder-apprais/how-to-initiate-a-fair-value-appraisal-proceeding-a-dissenters-checklist/

Peter Mahler’s post below deals with using arbitration to resolve deadlocks between 50-50 owners of LLCs.  The link to the post is:

https://www.nybusinessdivorce.com/2019/03/articles/podcast-episodes/arbitrating-deadlock-a-conversation-with-arbitrator-erica-garay/

The new post by Peter Mahler under the link below is not about LLCs or their members, nor is it about section 199A; it’s about law firms and their “partners.”  But I’m providing the link because Peter’s post is excellent and because I presume many readers of it will be lawyers who are (or aren’t?) partners in their firms..

Here’s the link:  https://www.nybusinessdivorce.com/2019/04/articles/partnerships/the-law-firm-partner-a-rose-by-any-other-name/

Under the link below is a post by Peter Mahler, the world’s expert (in my opinion) on disputes among LLC members and managers. His post is about a “weaponized” LLC—i.e., one in which the majority have very substantial rights vis a vis the minority under the governing operating agreement. In my experience, “weaponized” LLCs are common; I’ve formed more than a couple myself.

Here’s the link: https://www.nybusinessdivorce.com/2018/09/articles/capital-call/judicial-dissolution-weaponized-llc/

In any disputes among members and managers of LLCs, the inspection rights of the members are likely to be key to resolution of these disputes. The post in the NY Business Divorce blawg under the link below summarizes several key cases addressing inspection right issues.

Here’s the link:  https://www.nybusinessdivorce.com/2018/10/articles/access-to-books-and-records/inspection-rights-oral-operating-agreements-pop-diva-delights/

Is a Schedule K-1 proof of a person’s membership in an LLC? For an answer to this very important LLC question, click on the following link to Peter Mahler’s latest blog post: https://www.nybusinessdivorce.com/2018/11/articles/standing/schedule-k-1-enough-prove-llc-membership/