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In any event, a fair reading of LLCL 702 demonstrates that an application to dissolve 1545 LLC does not flow from a claim under LLCL 411. [read post]
23 Mar 2020, 12:24 am by Peter Mahler
The trial of the case yielded rulings on a number of important issues concerning fair value appraisals generally, one of which was the subject of my recent article entitled Post-Valuation Date Distributions: Should They Be Credited Against Fair Value Awards? [read post]
31 Aug 2020, 4:56 am by Peter J. Sluka
  Specifically, § 18-607 of the Delaware LLC Act prohibits an LLC from making a distribution that would render it insolvent: A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities for… [read post]
15 Nov 2008, 2:31 pm
“It just doesn’t seem fair that the banks can put us into bankruptcy because of their failure to lend and then get a federal bailout, but then chase me personally and ruin a very good company and put 250 people out of work and affect thousands of property owners and leave them with uncompleted lots. [read post]
26 Feb 2018, 3:49 am by Peter Mahler
However well or poorly drawn, however fair or unfair its terms, that’s called freedom of contract. [read post]
6 Jul 2012, 10:48 am by Casey W. Riggs
 This is tested by doing a hypothetical liquidation analysis in which it is assumed that the LLC’s assets are sold at their fair market values immediately after the date of grant and the proceeds are then immediately distributed to the LLC members in accordance with the liquidation provisions of the LLC’s operating agreement. [read post]
13 Nov 2023, 4:07 am by Peter Mahler
Since 1999 there have been no amendments to the LLC Law’s provisions regulating intra-company member relations. [read post]
14 Dec 2015, 7:48 am by John Jascob
Nevertheless, the court held that the transaction was not entirely fair due to a flawed recapitalization process: “A grossly unfair process can render an otherwise fair price, even when a company’s common stock has no value, not entirely fair. [read post]
11 Jul 2018, 12:12 pm by Leyendecker & Lemire
The post Aspiring Young Scientists Represent Colorado in International Science and Engineering Fair appeared first on Leyendecker & Lemire, LLC. [read post]
9 Sep 2020, 5:37 am by Cari Rincker
However, when an owner (typically called a member) of a limited liability company (LLC) dies, it exacerbates the difficulties for the surviving members. [read post]
5 Jun 2022, 4:00 pm by J. Ross Pepper
When can a member, manager, director, or officer of a Tennessee limited liability company (“LLC”) expect the LLC to pay attorney’s fees when the member, manager, director, or officer becomes a defendant in a lawsuit or arbitration proceeding? [read post]
10 Feb 2012, 11:53 am by Nissenbaum Law Group
Recently, the Appellate Division of New York, revived a lawsuit over the fiduciary duty owed by members of a limited liability company (“LLC”) to one another in a real estate deal. [read post]
15 Nov 2022, 9:24 am by J. Ross Pepper
The first category is the personal liability of a member to the LLC itself for the member’s breach of the duty of care, breach of the duty of loyalty, or the breach of the duty of good faith and fair dealing. [read post]
17 Mar 2011, 8:00 am by Lucas A. Ferrara, Esq.
    According to the indictment, companies owned or controlled by Durham and Cochran, including DC Investments LLC (DCI) and Obsidian Enterprises Inc., as well as other businesses controlled through Obsidian and DCI, were among the primary beneficiaries of the loans Durham and Cochran made with Fair investor money. [read post]
11 Jul 2012, 2:00 am by Keith Paul Bishop
  For more on Nevada’s limited liability company law, see Bishop & Zucker on Nevada Corporations and Limited Liability Companies. [read post]
11 Jul 2012, 2:00 am by Keith Paul Bishop
  For more on Nevada’s limited liability company law, see Bishop & Zucker on Nevada Corporations and Limited Liability Companies. [read post]
10 Jul 2020, 8:55 am by Renae Lloyd
Interests in limited liability companies (LLC) are often sold as unregistered securities and lack the same regulatory oversight as more traditional investment products. [read post]
22 Apr 2013, 8:05 am by Asher Bearman
  The issuance of profits interests in an LLC is very similar in many ways to stock options having an exercise price equal to the fair market value of common stock as of the date of grant. [read post]
11 Sep 2021, 8:16 am by Franklin C. McRoberts
The Complaint and Injunction Motion Ostensibly forced out of the business he helped found, Peter sued Anthony and Zachary in Brooklyn Supreme Court alleging five claims: (i) a declaratory judgment that Section 10.1 of the Operating Agreement prohibited amendment without unanimity of the Class A members, (ii) breach of the Operating Agreement, (iii) breach of the implied covenant of good faith and fair dealing, (iv) violation of Section 409 of the Limited Liability Company Law… [read post]