Operating Agreements, Limited Liability Company (LLC), Contract Drafting

Strong Operating Agreement Is Best Defense (and Offense) For Founders

DarrowEverett LLP on 8/28/2025

Founding a business with a partner is similar to getting married in many ways; it is a long-term commitment with your financial future and livelihood at stake. Unfortunately, business partners often stop getting along at...more

The “Unintended” Consequences of Not Having a Written LLC Operating Agreement

Farrell Fritz, P.C. on 12/8/2020

CONGRATULATIONS!! You have just formed a New York limited liability company to purchase a piece of rental property with your cousin Vinny (no, not that Cousin Vinny) and his good friend Michael. Forming a limited liability...more

Louisiana Court Upholds Ruling Allowing for the Reformation of a Noncompetition Agreement

Ogletree, Deakins, Nash, Smoak & Stewart,... on 12/5/2019

The Louisiana Second Circuit Court of Appeal recently held that a noncompetition provision under La. R.S 23:921 affecting a former member of an accounting limited liability company (LLC) could be reformed when the scope of...more

The Dangers of Copy and Paste: Using Corporate Statutory Language in an LLC May Result in Unintended Consequences

White and Williams LLP on 5/22/2019

Limited liability companies (LLCs) are famously referred to as “creatures of contract”, whereas the governance of a corporation is comparatively fixed by statute. When forming an LLC, the members have broad discretion to...more

Can You Replace Your Manager? Delaware Case Emphasizes the Importance of Carefully Considering LLC Agreement Provisions

Akin Gump Strauss Hauer & Feld LLP on 7/17/2014

Common sense might lead one to expect that a controlling stakeholder has the power to replace the manager of a limited liability company (LLC), but this might not be the case when the underlying LLC agreement provides...more

Revised Florida LLC Act Takes Effect January 1, 2014 For Newly-Formed LLCs

Bilzin Sumberg on 1/22/2014

New Florida LLC Act Does Not Apply To Existing LLCs until January 1, 2015, Unless Prior Application is Elected - Effective January 1, 2014, the Florida Revised Limited Liability Company Act (the “New Florida LLC Act”),...more