Limited Liability Company (LLC), Shareholders, Contract Terms

New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC...

Farrell Fritz, P.C. on 3/3/2025

Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...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

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

Summer Shorts: Business Divorce Cases From Across the Country

Farrell Fritz, P.C. on 8/30/2021

Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more

Who Decides Disputed Valuation Under LLC Agreement’s Buy-Out Provision: Arbitrator or Appraiser?

Farrell Fritz, P.C. on 2/15/2021

It’s not unusual to find buy-out provisions in shareholder and operating agreements that commit the pricing of the buy-out to the “final and binding” determination of one or more appraisers. The same agreements also may...more

Enforceability of Oral Operating, Shareholder, and Partnership Agreements

Farrell Fritz, P.C. on 8/24/2020

Oral agreements – and oral modifications of written agreements – are a constant source of litigation in business divorce cases. Alleged oral agreements are subject to attack based upon legal enforceability – as well as their...more

Need to Know: Amendment to Louisiana Non-Compete Statute Took Effect on August 1, 2020

Epstein Becker & Green on 8/5/2020

Louisiana has long had in its statutes one of the nation’s most distinctive non-compete laws, and that statute has just been amended in a subtle but important way. LA. R.S. 23:921 essentially provides that every agreement...more

Lessons From a Trio of Dysfunctional Buy-Sell Agreements

Farrell Fritz, P.C. on 7/2/2018

Three recent court decisions from three different states — New York, Pennsylvania, and Alabama — add to the rogue’s gallery of valuation cases stemming from poorly conceived and/or poorly implemented buy-sell agreements among...more

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