Member Disputes

DERIVATIVE SUIT BY LLC 50/50 MANAGING MEMBER

The post under the link below addresses an interesting Delaware Court of Chancery decision on derivative rules in suits between the two equal managing members of an LLC.  The decision is likely to be influential outside Delaware, and it’s a significant angle on an all-important task for LLC lawyers—handling member deadlocks. Here’s the link: https://delawarechancery.foxrothschild.com/derivative-actions/derivative-demand-requirements-equally-apply-to-actions-asserted-by-5050-member-of-an-llc/?utm_source=Fox+Rothschild+-+Delaware+Chancery+Law+Blog&utm_campaign=2c211dbca2-RSS_EMAIL_CAMPAIGN&utm_medium=email&utm_term=0_86821ff155-2c211dbca2-70733165

FIVE LLC CASES

Under the link below is a post by Peter Mahler from his Business Divorce website. The post cites and briefly discusses five recent non-NY LLC cases. All of these cases address issues of considerable interest not only to litigators but also to LLC formation lawyers. Here’s the link: http://www.nybusinessdivorce.com/2017/04/articles/foreign-business-entities/business-divorce-nation-five-states-five-cases/

TWO BUSINESS DIVORCES

Both of the cases discussed in the post by Peter Mahler under the link below involve business disputes between brothers. As every LLC lawyer will know, business divorces between family members involve special horrors. In the first case, the first brother was unable to prove he was the second brother’s partner, and should have known […]

LOVE VS. BUSINESS

Below is a link to the a post in Peter Mahler’s outstanding blog about business divorce. Immediately below, in quotes, is the first paragraph of the post. “When a romantic affair evolves into a business relationship, the eventual falling out can be especially messy. Even more so if the former lovers try to keep the […]

RECENT CASES ABOUT “BUSINESS DIVORCE”

In his recent post about business divorces, Peter provides brief but very useful summaries about recent business divorce cases that he hasn’t discussed in previous posts. Here is the link: http://www.nybusinessdivorce.com/2016/02/articles/deadlock/winter-case-notes-llc-manager-removal-and-other-recent-decisions-of-interest/#more-15885

EXPELLING LLC MEMBERS

The article cited below will be of particular interest to Florida LLC lawyers, members and managers, but its subject matter is important under all U.S. LLC acts. 91-JAN Fla. B.J. 8 Florida Bar Journal January, 2017 Feature INVOLUNTARY EXPULSION OF TROUBLESOME MEMBERS UNDER FLORIDA’S REVISED LLC ACT Dennis A. Nowak and Caitlin M. Trowbridge Copyright © 2017 […]

USE OF FREEZE-OUT MERGERS TO EXPEL UNWANTED MEMBERS

For both offensive and defensive purposes, LLC lawyers must be familiar with freeze-out mergers as tools for effectively expelling unwanted members of multi-member LLCs.  The new post from Peter Mahler under the link below discusses a recent freeze-out merger case, and, in so doing, it provides an excellent introduction to freeze-out merger law. Here is […]

BUSINESS DIVORCE BETWEEN SPOUSES IN A CIVIL DIVORCE

There are probably at least a million husband-wife LLCs in the U.S.  Husband-wife LLCs are a great way to maximize the three great statutory asset protections offered by LLCs—liability shields, pick-your-partner protections, and charging order protections.  But when the husband and wife decide to get divorced from one another in a civil divorce, they will […]

“BUSINESS DIVORCES” BETWEEN FAMILY MEMBERS

The new blog post by Peter Mahler under the link below addresses a major business divorce issue confronted constantly both by LLC formation lawyers and by estate planners. Here is the link:  http://www.nybusinessdivorce.com/2016/09/articles/interviews/conflict-family-owned-business-interview-professor-benjamin-means/

IR TEST V. CARROLL

Here is the blog post that talks about the NJ Supreme Court case. Kentucky Business Entity Law: New Jersey Supreme Court Analyzes Widely Used Provision for Judicial Expulsion of Member from LLC