Category: Member Disputes

“SHOTGUN” PROVISIONS

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:

https://www.nybusinessdivorce.com/2020/11/articles/deadlock/llc-member-pays-the-price-for-not-sticking-to-deadlock-breaking-script/

MAHLER’S LATEST BUSINESS DIVORCES

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/

 

WHO ARE THE MEMBERS OF YOUR 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:

https://www.nybusinessdivorce.com/2020/07/articles/llcs/disputes-over-member-status-continue-to-roil-the-llc-waters/

CAN A DEADLOCK RESOLUTION PROVISION CAUSE DEADLOCK?

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/