The attached post from Tom Rutledge, a leading U.S. LLC scholar and practitioner, addresses an interesting Pennsylvania case about the validity of certain types of votes by majority members of a multi-member LLCs.
https://kentuckybusinessentitylaw.blogspot.com/2019/02/except-as-otherwise-provided.html
Operating agreements for multi-member LLCs often contain non-competition provisions. Massachusetts lawyers who draft these agreements or who draft non-Massachusetts operating agreements intended to be effective in Massachusetts should be aware of Massachusetts’ new and stringent statutory restrictions on non-competition agreements. These restrictions undoubtedly apply to non-competition provisions in operating agreement. For an excellent overview of the new Massachusetts statute, click here: https://www.ebglaw.com/news/massachusetts-passes-new-law-governing-non-competition-agreements/
If your state’s LLC act provides members with the right to expel other members (as, for example, New Hampshire’s does under RSA 304-C:104), you can skip the post by Peter Mahler under the link below. But if it doesn’t, you’d better read his post!
Here’s the link: https://www.nybusinessdivorce.com/2018/09/articles/expulsion-and-removal/repeat-may-not-expel-member-new-york-llc-unless-operating-agreement-says/
This post by Peter Mahler in his great weekly blawg entitled “Business Divorce” addresses the issue—which arises all too often—of non-unanimous amendments of LLC operating agreements vs. the fiduciary duties of those signing the amendments towards those not signing them.
Here’s the link to Peter’s post: https://www.nybusinessdivorce.com/2018/10/articles/operating-agreement/decision-put-brakes-non-unanimous-amendments-operating-agreements/
