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16 Oct 2023, 4:24 am by Peter J. Sluka
But it also offers a terrific example of how Courts will interpret and enforce an LLC operating agreement according to traditional contractual interpretation principles—even without resorting to outside evidence. [read post]
21 Sep 2009, 3:00 am by Peter A. Mahler
" Third, plaintiff argued that principles of comity do not apply because Delaware courts have no special interest in retaining jurisdiction over dissolution proceedings. [read post]
17 Nov 2014, 3:34 am by Peter Mahler
 In both Goldstein v Goldstein and Schrier Fiscella & Sussman, LLC v Fiscella, he quoted the Gramercy Equities squabbling-partners passage in denying preliminary injunctive relief in the absence of requests for dissolution of a close corporation (Goldstein) and an LLC (Fiscella). [read post]
27 Apr 2015, 3:01 am by Peter Mahler
Bucaria‘s creative adaptation of the ancient common-law principle of partnership law, forbidding actions at law between partners prior to dissolution and a final accounting, to cases involving close corporations and LLCs. [read post]
31 Mar 2020, 6:32 am by B. Blaze Taylor
Finally, the same court recognized the long-held Texas business principles that partnership and company agreements, along with contracts, are to be construed as according to their plain and unambiguous language as such language stands to, prima facie, represent the parties’ intent.(16). [read post]
21 Sep 2020, 4:07 am by Franklin C. McRoberts
Having failed to plead injury to himself distinct from the LLC, however, his accounting claim was dismissed based upon the principle that an LLC member’s withdrawal, even if involuntary, defeats standing to sue derivatively (see e.g. [read post]
25 Jun 2012, 10:53 am by Joel Nied
 In general, corporations and LLC’s work on the most basic of all democratic principles: the majority rules. [read post]
15 Feb 2016, 3:30 am by Peter Mahler
Justice Driscoll began his analysis with a review of the statutory provisions and common law principles at play, namely: LLC Law § 401 (a), which vests management powers in the members of an LLC unless the articles of organization or operating agreement provide to the contrary. [read post]
9 Jul 2018, 3:22 am by Franklin C. McRoberts
Unlike the corporate merger statute, with its “fraud or illegality” exception under BCL 623(k), an LLC member who dissents from an LLC merger under LLC Law 1002 “shall not have any right at law or in equity under this chapter to attack the validity of the merger . [read post]
24 Sep 2010, 3:28 pm by Wahab & Medenica LLC
One way to get around that is to use a corporation (or elect to have LLC taxed as a corporation.) [read post]