Contract 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

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

You Come at the LLC Manager, You Best Not Miss

Patton Sullivan Brodehl LLP on 5/19/2025

In a popular TV series (The Wire), a well-known quote is: “You come at the king, you best not miss.” The idea is that if you’re taking the risk of attacking someone at the top, you better not miss your shot....more

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

Morris James LLP on 2/26/2025

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

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

Farrell Fritz, P.C. on 2/17/2025

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

Chancery Dismisses Complaint for Failure to Allege Noncompliance

Morris James LLP on 9/18/2015

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more