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24 Sep 2018, 2:31 am by Peter Mahler
Few tears normally are shed when a minority member is diluted, removed from management, or expelled under the express provisions of an operating agreement to which the minority member knowingly subscribed. [read post]
4 May 2020, 12:16 am by Peter Mahler
There is, of course, a way to pack more punch into an LLC manager’s contractually authorized sole-discretion: form the LLC in Delaware and include in the operating agreement a provision as authorized by Delaware’s LLC Act — for which New York’s LLC Law has no counterpart — expressly waiving all of the manager’s fiduciary duties. [read post]
13 Oct 2019, 11:14 pm by Peter Mahler
Most LLC agreements that I encounter utilize fixed membership interests expressed either as a percentage or by number of units. [read post]
21 Jun 2010, 8:19 pm by Matthew McKinney
 Put another way, if applying fiduciary duties would “nullify the parties’ express bargain,” (terms, promises, etc…) outlined in the LLC’s operating agreement, then the Delaware Court will not impose fiduciary duties among the members. [read post]
29 Mar 2010, 7:32 am
Last week El Paso Pipeline Partners LP announced that it plans to take a 51% interest in Southern LNG Company LLC and El Paso Elba Express Co. [read post]
30 Mar 2008, 6:26 am
Most significantly, the Partnership Act contains express provisions relating to fiduciary duties owed to the partnership and other partners. [read post]
20 Apr 2020, 4:10 am by Peter Mahler
In addition, the withdrawal of Faction #1 did not trigger dissolution under an express provision in the operating agreement continuing the LLC’s existence upon member withdrawal unless the company had no other members for 90 days post-withdrawal, which was not the case. [read post]
20 Jun 2016, 3:16 am by Peter Mahler
” The LLC had been dissolved under the express terms of its operating agreement because the decedent’s death constituted an event of dissociation, and a non-judicial dissolution had occurred because a supermajority of the non-dissociated members did not consent in writing to continue the business of the company within ninety days. [read post]
8 Jan 2018, 3:29 am by Peter Mahler
” In that regard, the decision aligns with Justice Stephen Bucaria’s holding in Matter of Youngwall, that even an express waiver of the right to seek judicial dissolution of an LLC is void as against public policy. [read post]
11 Sep 2020, 12:13 am by INFORRM
Decisions this Week United StatesIndex Newspapers LLC v. [read post]
8 May 2015, 3:30 pm by ManagingTeam
Fast-food restaurant chain Panda Express LLC has reached a $2,975,000 settlement with a nationwide class of restaurant managers who claimed the chain violated labor laws by failing to pay the managers overtime. [read post]
22 May 2020, 4:52 pm by INFORRM
Columbia Global Freedom of Expression seeks to contribute to the development of an integrated and progressive jurisprudence and understanding on freedom of expression and information around the world. [read post]
20 Nov 2017, 2:13 am by Peter Mahler
As the Professor’s article explains, the bedrock “pick your partner” principle of partnership law found expression in the default rules of LLC statutes which, contrary to traditional corporation laws, require majority (or unanimous) consent of the other LLC members for an assignee to become a full-fledged member with both economic and voting/management rights. [read post]
30 Oct 2019, 5:48 am by INFORRM
Columbia Global Freedom of Expression seeks to contribute to the development of an integrated and progressive jurisprudence and understanding on freedom of expression and information around the world. [read post]