News & Analysis as of

Bad Faith Operating Agreements

Farrell Fritz, P.C.

“Intentional” Breach of Fiduciary Duty Defeats Operating Agreement’s Exculpatory Clause

Farrell Fritz, P.C. on

Last week, Peter Mahler blogged about a recent decision holding that a minority shareholder’s claim against its majority co-owners for breach of fiduciary duty in connection with a sale of the business to a third party...more

Patton Sullivan Brodehl LLP

LLC Managers: No Immunity for Bad Faith Conduct

Under the “default” rules of most limited liability company laws, including California’s Revised Uniform Limited Liability Company Act, LLC managers owe fiduciary duties to the LLC and its members.  Those default fiduciary...more

Farrell Fritz, P.C.

The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed

Farrell Fritz, P.C. on

The case of Shapiro v Ettenson ranks as one of the more consequential ones in the realm of New York’s LLC jurisprudence....more

Gray Reed

Louisiana Operator’s Bad Faith Does Not Preclude Recovery

Gray Reed on

Under Louisiana law, does the operator’s bad faith preclude recovery for the non-operator’s breach of a joint operating agreement if the operator caused the non-operator to breach the JOA but did not itself breach?...more

Patton Sullivan Brodehl LLP

LLC Distributions, Charging Orders, and Manager Fiduciary Duties

There are not many published California Court of Appeal opinions providing guidance for LLC managers and members. That’s why it’s an “LLC Jungle” out there. While unpublished opinions are not binding precedent outside of...more

Patterson Belknap Webb & Tyler LLP

Top 10 New York Commercial Division Cases and Developments of 2017

In 2017, the New York Commercial Division continued to implement new rules and refine existing rules in order to streamline litigation in the court. The year also saw some key decisions by the Commercial Division as well as...more

Morris James LLP

Court Of Chancery Sanctions Litigant For Fabricating Evidence And Violating Orders In LLC Dispute

Morris James LLP on

This case involves the unfortunate deterioration of a marriage, as well as the couple’s winery venture, carried on through various LLCs. The decision illustrates the seriousness with which the Court of Chancery views the...more

Foley & Lardner LLP

Legislature Rewrites Florida LLC Law

Foley & Lardner LLP on

The 2013 Florida Legislature made several important changes to the law governing Florida limited liability companies (LLCs). The new law was based primarily on the Revised Uniform Limited Liability Company Act as amended in...more

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