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6 Sep 2016, 3:24 am by Peter Mahler
The court’s analysis stressed that Section 18-108 of the Delaware LLC Act “defers completely to the contracting parties [to the LLC agreement] to create and to limit rights and obligations with respect to indemnification and advancement” and that the restrictions on advancement in Quivus’ LLC agreement “are few, if any. [read post]
26 Dec 2017, 3:34 am by Franklin C. McRoberts
“First,” the Court held, “under the Act, the parties to an LLC agreement have substantial authority to shape their own affairs and . . . in general, any conflict between the provisions of the Act and an LLC agreement will be resolved in favor of the LLC agreement” (quotation omitted). [read post]
26 Mar 2010, 1:04 pm by Francis G.X. Pileggi
Noble found that the dissolution of the LLC was not an appropriate remedy based upon the Trust’s allegations, which were essentially management misconduct, because (i) management misconduct is not typically an appropriate basis for the drastic remedy of judicial dissolution; and (ii) in this case, the LLC’s operating agreement specifically limited the Trust’s ability to affect management of the LLC. [read post]
15 Jul 2016, 8:43 am by Ken Laino
As I noted in a recent post, significant changes to Ohio’s LLC statute (contained in Senate Bill 181) became effective on July 6. [read post]
15 Jul 2016, 8:43 am by Ken Laino
As I noted in a recent post, significant changes to Ohio’s LLC statute (contained in Senate Bill 181) became effective on July 6. [read post]
9 Apr 2008, 7:43 am
” I predict that this decision will be cited often to distinguish between the governance of an LLC compared to a corporation. [read post]
5 Dec 2022, 4:23 am by Peter Mahler
Let’s see how good you are at predicting the outcome and its rationale in a recently decided case involving the following facts: The controller of a Delaware LLC has supermajority voting rights under the initial LLC agreement to remove members for any or no reason.The initial LLC agreement lacks any provision addressing redemption and payment rights upon removal. [read post]
12 Nov 2013, 11:49 am by Arina Shulga
As I said in my recent post about LLCs, the internal governance of LLCs is largely determined by contract among the LLC members. [read post]
15 Apr 2013, 3:40 am by Peter Mahler
Second, even assuming Saleh owned a membership interest in 1141, I’m awfully curious how BTB managed to get the City Marshal to conduct an execution sale and conveyance of the membership interest to BTB, and why none of the court decisions mentions New York’s charging order statute, LLC Law § 607. [read post]
15 Dec 2014, 3:24 am by Peter Mahler
I agree not to transfer or assign this Agreement, or any interest herein; and further agree that I will not sell, assign, transfer or otherwise dispose of or encumber the Membership acquired pursuant hereto without registration under the Securities Act of 1933, as amended, or exemption therefrom and without compliance with all applicable laws. [read post]
30 Apr 2018, 3:25 am by Peter Mahler
I don’t know about you, but for decades I’ve been closely following case law in New York and other jurisdictions involving disputes among business co-owners, and this is the first I’ve encountered a derivative right to defend for any form of closely held business entity. [read post]
24 Oct 2014, 2:00 am by David M. Platt
Living and practicing on Sanibel, I have many clients who come to us when they purchase a condominium or home for investment income. [read post]