Key Takeaways:
- Not every state gives an oppressed LLC member a statutory remedy. New York and Delaware confine judicial dissolution to the strict “not reasonably practicable” standard; New Jersey’s LLC statute expressly authorizes relief for oppression, and that power cannot be waived in the operating agreement.
- In the gap states, freeze-out conduct alone rarely wins dissolution. The realistic paths are fiduciary duty claims — which produce damages, not exit — and, in New York, a court-fashioned buyout available only after a dissolution claim succeeds.