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/
The use in LLC operating agreements of provisions called, among other names, “shotgun provisions” or “Texas shootout provisions” to resolve deadlocks between members of a multi-member LLC can sometimes result in a disaster for one of the deadlocked members, as discussed by Peter Mahler, author of the excellent FarrellFritz blawg “New York Business Divorce,” in his latest post. The link is below:
Under the link below are four brief discussions about recent LLC decisions in Peter Mahler’s last blog post. All of them are interesting, but especially the ones about the expulsion of an LLC member and about a member oppression dispute.
https://www.nybusinessdivorce.com/
The latest post in NY Business Divorce, Peter Mahler’s excellent blog, addresses the above question. Here is the link to the post: https://www.nybusinessdivorce.com/2020/07/articles/llcs/does-an-llc-member-have-absolute-power-to-withdraw-from-the-llc/.
Under the link below is the latest post from Peter Mahler’s excellent blawg entitled “New York Business Divorce.” The post provides a very useful overview of the special difficulties that can arise in determining whether a particular person is a member of an LLC. I recommend the post to all LLC lawyers because of this overview and Peter’s excellent discussions of three recent cases on the issue.
Here’s the link:
Every LLC lawyer should have a solid basic understanding of how to value businesses. The new Peter Mahler post under the link below is a good place to see the valuation process in action.
Here’s the link:
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
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/