Operating Agreements, Minority Shareholders, Fiduciary Duty

California Business Divorce: You Might Have to Get a Business Divorce in Delaware Without a Jury

Stradling Yocca Carlson & Rauth on 8/21/2025

If your company documents require disputes to be litigated in the Delaware Court of Chancery, you may have to resolve your business divorce without a jury trial, even if California law would otherwise guarantee one....more

But What of the Equitable Accounting?

Farrell Fritz, P.C. on 3/21/2022

I can’t say what the number is, but my own experience tells me that a significant percentage of lawsuits by a minority owner of a closely-held company against those in control of the company include a demand for an...more

The Money’s There But Out of Reach for the Minority LLC Member

Farrell Fritz, P.C. on 4/19/2021

Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more

Minority Members’ Contractual Blocking Rights Can Result in the Imposition of Fiduciary Duties

Gray Reed on 8/4/2020

In Skye Mineral Investors LLC v. DXS Capital (U.S.) Limited, et al., the Delaware Court of Chancery (the “Court”) denied defendants’ motion to dismiss, finding that plaintiffs had sufficiently pled a breach by the members...more

NC Business Court Clarifies Exception to Rule that LLC Members Do NOT Owe Fiduciary Duties to One Another

Ward and Smith, P.A. on 2/3/2020

One of the hallmarks of limited liability companies ("LLCs") is that members of an LLC ordinarily do not owe fiduciary duties to each other or to the company itself. Generally speaking, a fiduciary duty is an obligation...more

Does This Decision Put the Brakes on Non-Unanimous Amendments to Operating Agreements?

Farrell Fritz, P.C. on 10/8/2018

Much digital ink has been spilled on this blog and elsewhere (Tom Rutledge’s terrific article can be read) concerning the ability of LLC controllers to adopt or amend an operating agreement without the consent of all members....more

Contracting Party Beware: The Implied Covenant Will Not Save You From Your Agreement If You Negotiated Away Your Rights

Cadwalader, Wickersham & Taft LLP on 2/12/2018

On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders...more

Is It Better To Be A LLC Member In The Minority Than A Minority Corporate Shareholder?

Brooks Pierce on 3/16/2016

It is pretty common to think that limited liability company members have similar rights as shareholders in a corporation. But they don't, (although in some respects the rights afforded to LLC members may be better). The...more

Operating Agreements › Minority Shareholders › Fiduciary Duty

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