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Mergers › Operating Agreements

Kilpatrick

8 Key Takeaways | Navigating Operating Agreements: Material Terms and Best Practices

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At a recent Association of Corporate Counsel (Charlotte Chapter) event, Kilpatrick’s Mikail Clark presented on the topic of “Navigating Operating Agreements: Material Terms and Best Practices.”...more

Lathrop GPM

Delaware Case Examines Amendment-by-Merger Provision of LLC Act

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On  August 30, 2024, the Delaware Court of Chancery issued an opinion in Campus Eye Management Holdings, LLC v. DiDonato, dismissing a challenge to a merger effecting an amendment to the limited liability company agreement of...more

Patton Sullivan Brodehl LLP

Another Case Addressing Managerial Discretion and the Implied Covenant of Good Faith and Fair Dealing

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LLC managers often enjoy wide latitude and unrestricted “discretion” under the LLC’s operating agreement. At the same time, all contracts — including LLC operating agreements — are subject to the implied covenant of good...more

Foley & Lardner LLP

Preparing for Wisconsin’s New Uniform Limited Liability Company Law

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Effective January 1, 2023, Wisconsin will have a new Uniform Limited Liability Company Law applicable to all Wisconsin limited liability companies (“LLCs”) unless existing LLCs opt out before December 31, 2022, with the...more

Holland & Knight LLP

STB Nudges Parties Toward Settlement of Chicago Union Station Dispute

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A federal agency has, for the time being at least, refused to intervene in a dispute between Amtrak and Metra over Metra’s use of Chicago Union Station. Back in April, this blog reported on a budding conflict between...more

Harris Beach Murtha PLLC

MA SJC Rules on Merger-Related Fiduciary Duties

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Many operating businesses in Massachusetts are set up as limited liability companies rather than corporations. Limited liability companies can engage in many of the same activities as corporations, including participating in...more

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