Topic
Operating Agreement
81 published works
Connecticut Business Litigation Blog
Member Rights For Connecticut Limited Liability Company
Generally, there are two sources to determine the rights and duties of members of a Connecticut limited liability company (“LLC”). The first source is an operating agreement. The ability to…
Delaware Chancery Law Blog
Dissolution of a Delaware Limited Liability Company
Prior posts have addressed the dissolution of Delaware corporations under the Delaware General Corporation Law. This post will focus on the standard for obtaining a court-ordered dissolution of a Delaware…
New York Business Divorce
Unanimous Vote Requirement in LLC Agreement Turns on Meaning of “Commitment”
If you're going to require super-majority consent as to certain business decisions in a shareholder or operating agreement, be sure to draft clearly so as to leave no room for…
New Jersey Law Blog
The New Jersey Revised Uniform Limited Liabilty Company Act Broadly Defines the term “Operating Agreement”
As I have repeatedly stated in previous blog posts, the Limited Liability Company's ("LLC") Operating Agreement is the first place to look for the "deal" amongst the members. LLCs are…
New Jersey Law Blog
New Jersey Revised Uniform Limited Liabilty Act Addresses Manifestly Unreasonable Operating Agreements
Generally, an "Operating Agreement" is an agreement amongst the members of a limited liability company ("LLC"). It sets forth the Member's rights and duties. New Jersey's Revised Uniform Limited Liability…
New York Business Divorce
Court Recasts Advances as Capital Contributions in Determining LLC Members’ Ownership Percentages
This week's New York Business Divorce revisits the fascinating case of Chiu v. Chiu on the occasion of a post-trial decision by Justice Allan Weiss in this long-running battle between…
New Jersey Law Blog
Considerations When Adding Members to Your Solely Owned Limited Liability Company
Before you agree to take the plunge to expand your solely owned limited liability company into a multi-member limited liability company, you should consider important issues that should be discussed…
Energy & the Law
An Operating Agreement Can Be a Covenant Running With the Land
I promise this will be the last post in a while on covenants running with the land. I think we all get it by now (This topic was discussed in my August…
New York Business Divorce
Woe Unto the Undocumented LLC Member Seeking Judicial Dissolution
A tattoo parlor business is the unusual setting for a decision last week by the Appellate Division, Second Department, affirming the lower court's post-trial dismissal of an LLC dissolution case…
Delaware Corporate & Commercial Litigation Blog
Chancery Explains In Rem Jurisdiction in Challenge to Managing Member Position of LLC
Feeley v. NHAOCG, LLC, C.A. No. 7304-VCL (Del. Ch. March 20, 2012). Issue Presented When a managing member of an LLC is “jurisdictionally present” in Delaware, is that party also…