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Corporate Governance › Business Litigation › Operating Agreements

Farrell Fritz, P.C.

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

Farrell Fritz, P.C. on

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

Paul Hastings LLP

Nevada Court Finds Business Judgment Rule Applies to Nevada LLCs

Paul Hastings LLP on

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

Roetzel & Andress

What’s in Your Operating Agreement? Legal Tips for Healthcare Providers

Roetzel & Andress on

This week on the HealthLawHotSpot, host Ericka Adler welcomes Roetzel shareholder Jonna Eimer to discuss the essential role of operating agreements in healthcare practices. Whether you're starting a new practice or reviewing...more

Patton Sullivan Brodehl LLP

Another LLC Attorney Disqualified Due to “Conflict of Authority”

Patton Sullivan Brodehl LLP on

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

Stradling Yocca Carlson & Rauth

California Business Divorce: California Court Recognizes LLC Member Lists as Trade Secrets in Recent Ruling

Stradling Yocca Carlson & Rauth on

California Court Recognizes LLC Member Lists as Trade Secrets in Recent Ruling - When an LLC member suspects the company is playing favorites with redemption requests, how much access should they have to the membership rolls...more

Farrell Fritz, P.C.

I’ll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution

Farrell Fritz, P.C. on

I’ve noticed over the many years since this blog’s launch a disproportionate number of posts concerning disputes among restaurant co-owners. The only explanation I’ve come up with is that first-time, start-up restaurant...more

Fox Rothschild LLP

A(nother) Cautionary Tale on the Importance of Operating Agreements

Fox Rothschild LLP on

To practitioners familiar with internal disputes involving closely held companies, the allegations in Lafayette Village Pub, LLC v. Burnham, 2025 NCBC 8, are nothing new. The member running the business (allegedly) made bad,...more

Venable LLP

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

Venable LLP on

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

Allen Barron, Inc.

The Importance of Year-End Corporate Governance Work

Allen Barron, Inc. on

What is the importance of year-end corporate governance work? I know. I can see and hear it now: most businesspeople just roll their eyes and ask, “why do I have to go through this hassle?” What is the purpose of a corporate...more

Farrell Fritz, P.C.

Use Caution When Amending Your Operating Agreement Without Unanimous Consent

Farrell Fritz, P.C. on

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

Flaster Greenberg PC

Tip for Avoiding Costly Business Litigation: Always Have a Strong Written Agreement to Govern Your Business

Flaster Greenberg PC on

As a career commercial litigation attorney, I have been asked by several people why I would write a column advising business people on how to avoid needing my services. That’s a good question for which I do not have a good...more

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