Operating Agreements, 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

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

Delaware Chancery Court Relies Upon Judicial Dissolution Power to Break Management Deadlock

White and Williams LLP on 5/23/2019

Shareholder agreements and operating agreements contain a variety of knobs and levers, many of which a company’s founders hope never to invoke. Chief among them are the provisions for resolving disputes or deadlocks in...more

Business Divorce Epilogues

Farrell Fritz, P.C. on 1/7/2019

Over the years I’ve blogged about hundreds of court decisions in business divorce cases. Believe it or not, one of the things I like to do is track the cases I’ve written about...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