The new post by Peter Mahler under the link below in his NY Business Divorce blawg discusses, in the context of a California appellate decision, the application of a fair market price, with full consideration of minority and marketability discounts, versus a fair value price, in a buyout of one member of a two-member California LLC by the other member.  The reasoning in the case, aptly summarized by attorney Mahler, is undoubtedly applicable not only in California but also in many other states.

Here’s the link:  Statutory Buyouts and Discounts Under the Fair Market Value Standard: An Awkward Pair? – New York Business Divorce (nybusinessdivorce.com)

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:

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

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:

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

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:

https://www.nybusinessdivorce.com/2020/05/articles/valuation/30-million-appraisal-of-plumbing-fixtures-marketeer-goes-down-the-drain-at-fair-value-hearing/

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/