Business Litigation, Limited Liability Company (LLC), Limited Partnerships

Despite Chancery Court Decisions in Recent Years, Agreements Continue to Include Transfer Restrictions That May Not Be Enforceable

Venable LLP on 2/21/2025

Despite recent decisions by the Delaware Court of Chancery, many key corporate documents continue to include restrictions on indirect transfers of equity that may not be enforced if challenged in court....more

Crossing the Hudson: Recent Business Divorce Decisions from Yonder States

Farrell Fritz, P.C. on 4/8/2024

Folks who’ve been following this blog for years know that periodically I like to venture beyond New York’s borders to find and report on interesting decisions from other states in business divorce cases....more

Can a Statutory Buyout be Dodged by Dismissal?

Patton Sullivan Brodehl LLP on 4/22/2022

The statutory right to judicial dissolution in California comes with a hook — the defendants can avoid dissolution by exercising a “buyout” procedure. This is true in both LLCs (Corporations Code section 17703.03) and...more

Exculpation Provisions in LLC Agreements: A Comparison of Delaware and Texas

Hicks Johnson on 3/10/2022

Case law involving limited liability companies (LLCs) is rapidly evolving. Some states, most notably Delaware, permit LLCs to limit or eliminate liability for breaches of fiduciary duty by an LLC’s members or managers. Other...more

Death of Limited Partner Disarms Derivative Action

Farrell Fritz, P.C. on 2/10/2020

I’ve yet to see him make a court appearance, and hope I never do, but the Grim Reaper sure has a knack for disrupting business divorce litigation involving LLCs and limited partnerships....more

The Cash-Out Merger Solution to the Problem Minority Owner

Farrell Fritz, P.C. on 3/19/2018

How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more