Topic
Operating Agreement
81 published works
New York Business Divorce
Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC
Entering its fifth year of litigation featuring two rulings by the Appellate Division in 2017 and last week, the case of Rubin v Baumann is another example of LLCs that…
Corporate and Business Blog
New Laws in Arizona Are Compelling LLC Members to Make Sure They Have Operating Agreements That Address Arizona’s New “Default Rules”
Business Litigation Blog New Laws in Arizona Are Compelling LLC Members to Make Sure They Have Operating Agreements That Address Arizona’s New “Default Rules”September 9, 2019 Both the Arizona Legislature…
New York Business Divorce
Court Appoints Interim Receiver for LLC, But at What Price?
A recent decision appointing a temporary receiver in a manager-managed LLC dissolution case raises issues of concern to business divorce lawyers. Learn more in this week's New York Business Divorce.
New York Business Divorce
Repeat After Me: You May Not Expel a Member of a New York LLC Unless the Operating Agreement Says So
If you're an LLC member or member's lawyer thinking about expelling a misbehaving co-member, but without authorization to do so in the operating agreement, read this post and think again.
New York Business Divorce
LLC Member Expulsion: What Hath Shapiro Wrought?
The Appellate Division in Shapiro v Ettenson interpreted New York's LLC Law as permitting the adoption of post-formation LLC operating agreements by majority vote, i.e, without the consent of the…
Corporate Law
Reflecting the Parties’ Intentions in Operating Agreements: Reminder on Silent Terms
Does your operating agreement reflect your intentions? New Jersey’s Revised Uniform Limited Liability Company Act (the “RULLCA”) became effective on March 18, 2013. As noted in a post we authored…
Louisiana Law Blog
The Effect of the Uniform Commercial Code on Certain Limited Liability Company Transfer Restrictions in Louisiana
The substantial flexibility afforded by the limited liability company structure has made it an increasingly popular business entity choice. Indeed, most of the default provisions in the Louisiana Limited Liability…
Family Business Perspectives
Will Your Family-Owned LLC Be Required to Pay the Fair Value of a Withdrawing Member’s Interest?
Family-owned businesses that are organized as limited liability companies typically reflect the terms of the company’s governance, along with the members’ financial rights and obligations, in a written operating agreement.…
New York Business Divorce
Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again
Few recent cases in the business divorce field are as important as last week's appellate affirmance in the Shapiro case, allowing majority LLC members to adopt an operating agreement that…
New York Business Divorce
Operating Agreement Trumps Falsified Liquor License Application In Dispute Over LLC Membership
The case featured in this week's New York Business Divorce illustrates the havoc that can follow when company owners create inconsistent ownership records for purposes of deceiving government agencies.