Business Disputes, Limited Liability Company (LLC), Corporate Governance

For Embattled Bich Family, “Full Membership” Requires Admittance Without Precondition

Farrell Fritz, P.C. on 8/18/2025

We’ve recently written on a number of disputes arising out of posthumous transfers of corporate ownership interests, particularly where the transfer documents in question (often times, an estate planning device, e.g., a will...more

Nevada Court Finds Business Judgment Rule Applies to Nevada LLCs

Paul Hastings LLP on 8/14/2025

The Nevada District Court recently clarified that the business judgment rule — a fundamental corporate law protection — applies to limited liability companies when their operating agreements specify fiduciary duties. The...more

Another LLC Attorney Disqualified Due to “Conflict of Authority”

Patton Sullivan Brodehl LLP on 7/22/2025

A prior LLC Jungle post covered the Court of Appeal’s seminal opinion in the Jarvis v. Jarvis case here: Why Having “Co-Managers” for Your LLC is a Terrible Idea. In the Jarvis case, the Court of Appeal affirmed the...more

Texas LLCs, Corporations: Act Now to Secure New Business Protections from 2025 Legislative Reforms

Hendershot Cowart P.C. on 7/21/2025

Major changes to Texas Business Organizations Code enacted during this summer’s legislative session provide unprecedented protection for management decisions and business disputes – but only if you amend your governing...more

Veil Piercing, Revisited

Butler Snow LLP on 7/21/2025

In 2020, when we last blogged on corporate veil piercing in Tennessee, we matter-of-factly said, “[t]he law in Tennessee on ‘piercing the corporate veil’ has not substantially changed” since previous blogs. Well, that’s no...more

Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call

Farrell Fritz, P.C. on 7/14/2025

There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC to make mandatory capital calls. For one, that authority often comes with very few...more

Winter Case Notes: Nice Try, But the Agreements Say What They Say

Farrell Fritz, P.C. on 3/17/2025

Spring is soon upon us. March Madness is at our doorstep. The Formula 1 season is underway. Baseball season will be in full swing shortly. And my allergies are already in bloom....more

What to Do When Your Distribution Checks Stop Arriving

Epstein Becker & Green on 10/23/2023

For months, if not years, you received distribution checks from the business in which you own an interest. The funds came without question and like clockwork. You relied on them. Then suddenly, they stopped coming. Is this...more

Use Caution When Amending Your Operating Agreement Without Unanimous Consent

Farrell Fritz, P.C. on 10/2/2023

In my experience, most operating agreements of New York LLCs include a provision barring amendments unless made in writing and executed by all members. Such provisions are especially prevalent with smaller, member-managed...more

Operating Agreement Trumps Postnup in High Stakes Battle Over Transfer of LLC Interest

Farrell Fritz, P.C. on 4/17/2023

Husband owns 99% membership of manager-managed LLC. Children own remaining 1%. Postnuptial agreement says husband’s “interest” in LLC goes to wife. LLC agreement says any transferee is not admitted as a member absent the...more

First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement

Farrell Fritz, P.C. on 4/10/2023

In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more

BBVA Receives Holiday Gift From Dallas Appellate Court: The Decision Includes Guidance for Private Company Owners

Winstead PC on 12/22/2020

Last week, the Dallas Court of Appeals overturned a $98 million trial court judgment, which was based on a jury finding that BBVA USA (BBVA) had defrauded one of its commercial borrowers. See BBVA, et al. v. Bagwell, et al.,...more

2019 Delaware Corporate Law and Litigation Year In Review

Wilson Sonsini Goodrich & Rosati on 1/27/2020

In 2019, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues—including board compensation, controlling stockholder conflicts, board oversight obligations, M&A...more

Business Disputes › Limited Liability Company (LLC) › Corporate Governance

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