Whether fairly or not, the majority members of a multi-member LLC often want to get rid of a dissenting minority member.  Peter Mahler’s excellent blog “New York Business Divorce” addresses this issue in the post under the link below.  The introduction to the post is as follows:

In a long-awaited decision handed down last week by the Appellate Division, Second Department, the court construed two sections of New York’s LLC Law in a significant boost to the ability of members with voting control to remove minority members by means of a cash-out merger. Learn more in this week’s New York Business Divorce.

Here’s the link:  https://www.nybusinessdivorce.com/2021/01/articles/freeze-out-merger/groundbreaking-appellate-ruling-boosts-llc-cash-out-mergers/