News & Analysis as of

Breach of Contract › Shareholders › Limited Liability Company (LLC)

Farrell Fritz, P.C.

New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC...

Farrell Fritz, P.C. on

Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more

Morris James LLP

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

Morris James LLP on

Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

Farrell Fritz, P.C.

New Year, New Law – New Opacity – for LLC Owner Disputes

Farrell Fritz, P.C. on

New York’s appellate courts are breaking new ground in 2025. Until a month ago, I would have said that “deadlock” most certainly is not enough on its own to dissolve a New York LLC....more

Morris James LLP

Chancery Suggests Alternative Approach To Contracts Providing That Prohibited Acts Are Void Ab Initio

Morris James LLP on

XRI Investment Holdings LLC v. Holifield, et al., C.A. No. 2021-0619-JTL (Del. Ch. Sept. 13, 2022) - Under precedents such as CompoSecure, L.L.C. v. CardUX, LLC (Del. 2018), acts defined by an LLC agreement as “void” or...more

Allen Matkins

A Five Percent Interest Is Not Necessarily Stock

Allen Matkins on

As Professor Joshua Fershee has often noted, many judges fail to distinguish between corporations and limited liability companies. See, e.g., LLCs Are Not Corporations. Be Vigilant. Respect the Entity. Therefore, it is nice...more

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