Limited Liability Company (LLC), Minority Shareholders, Business Litigation

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

Delaware Court of Chancery Allows Amendment of LLC Agreement to Permit Disparate Consideration Where Amendment Provisions Were...

Troutman Pepper Locke on 5/30/2025

In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more

Winter Case Notes: Murder, Forgery, Accidental Death, Oppression, Oh My!

Farrell Fritz, P.C. on 1/16/2024

Welcome to this year’s Winter Case Notes where, amidst the arctic blast currently sweeping most of the nation, I offer shortish takes on several court decisions in recent business divorce cases. This year’s edition...more

Derivative Lawsuits by Private Company Minority Owners: Procedures for Protecting the Company from Insider Misconduct

Bradley Arant Boult Cummings LLP on 3/8/2022

By definition, a minority owner in a private company does not have control over the business or the right to make decisions for the company. But minority owners do have legal recourse when the company’s majority owners –...more

The Nutmeg State Out Front on Member Inspection Rights Under RULLCA

Farrell Fritz, P.C. on 11/22/2021

For the second time in two years, the Connecticut Supreme Court has ventured into uncharted waters of LLC governance under the Revised Uniform LLC Act which, to date, has been adopted by 22 states and awaits legislative...more

The Money’s There But Out of Reach for the Minority LLC Member

Farrell Fritz, P.C. on 4/19/2021

Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....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

Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest

Farrell Fritz, P.C. on 1/8/2018

This winter forever will be remembered in the Northeast as the winter of the “bomb cyclone,” which gets credit for the 6º temperature and bone-chilling winds howling outside as I write this. So in its honor, I’m accelerating...more

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