Operating Agreements, Corporate Governance, Membership Interest

For Embattled Bich Family, “Full Membership” Requires Admittance Without Precondition

Farrell Fritz, P.C. on 8/18/2025

We’ve recently written on a number of disputes arising out of posthumous transfers of corporate ownership interests, particularly where the transfer documents in question (often times, an estate planning device, e.g., a will...more

Entity Formation as a Process: The Strategic Importance of Carefully Drafting Limited Liability Company Agreements Before Forming...

Winstead PC on 10/27/2023

From early-stage startups to seasoned enterprises, businesses eventually form at least one legal entity to carry out their operations. Down the road, as opportunities arise for a business to expand, acquire others, merge, or...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

The Unexpected Complexities of Transferring an Ownership Interest in a Limited Liability Company – And How to Navigate Them

Stradling Yocca Carlson & Rauth on 8/11/2023

Limited Liability Companies (LLCs) are a common business structure. Combining the best elements of corporations and partnerships, LLCs offer liability protection while maintaining operational flexibility....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

Let Me Tell You ALLCA Bout It: Arizona Adopts ALLCA to Fill Gaps and Create Uniformity Amongst Arizona LLCs

Snell & Wilmer on 8/13/2019

Arizona Governor Doug Ducey signed SB 1353 into law on April 10, 2018, repealing Arizona’s previous LLC laws and replacing them with the new Arizona Limited Liability Company Act—colloquially known as ALLCA.1 ALLCA becomes...more