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

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

Stradling Yocca Carlson & Rauth on 6/4/2025

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

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

Majority Owners Achieving Balance: Incentivizing Employees Without Giving Up the Keys to the Whole Kingdom

Bradley Arant Boult Cummings LLP on 3/3/2025

Success is not just an elusive goal – it can also be difficult to maintain once achieved. For majority owners in private companies, achieving success is just the first hurdle, because once they arrive at this pinnacle, they...more

The Risks of 50-50 Owned Business Partnerships: This Marriage of Equals Does Not Guarantee Success

Bradley Arant Boult Cummings LLP on 2/12/2025

During Valentine’s Day month, we are taking a look at 50-50 owned private businesses. Forming a co-owned company may sound like a good idea on paper because the two partners are close friends or family members who are making...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

Think Twice Before Putting 100% Quorum Requirement in By-Laws or LLC Agreement

Farrell Fritz, P.C. on 11/12/2018

It’s no surprise that the quorum requirements found in close corporation by-laws and LLC operating agreements rarely step into the limelight in business divorce disputes....more

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