News & Analysis as of

Limited Liability Company (LLC) Contract Drafting

Farrell Fritz, P.C.

The “Unintended” Consequences of Not Having a Written LLC Operating Agreement

Farrell Fritz, P.C. on

CONGRATULATIONS!! You have just formed a New York limited liability company to purchase a piece of rental property with your cousin Vinny (no, not that Cousin Vinny) and his good friend Michael. Forming a limited liability...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Louisiana Court Upholds Ruling Allowing for the Reformation of a Noncompetition Agreement

The Louisiana Second Circuit Court of Appeal recently held that a noncompetition provision under La. R.S 23:921 affecting a former member of an accounting limited liability company (LLC) could be reformed when the scope of...more

White and Williams LLP

The Dangers of Copy and Paste: Using Corporate Statutory Language in an LLC May Result in Unintended Consequences

White and Williams LLP on

Limited liability companies (LLCs) are famously referred to as “creatures of contract”, whereas the governance of a corporation is comparatively fixed by statute. When forming an LLC, the members have broad discretion to...more

White and Williams LLP

Newly Passed Delaware LLC and LP Law Amendments Require Attention to Various Contractual Arrangements

Effective August 1, 2018, Delaware amended the Delaware Revised Uniform Limited Partnership Act (LP Act) and the Delaware Limited Liability Company Act (LLC Act) to, among other things: (i) add a provision permitting the...more

Winstead PC

Structuring an Agreement Among Owners

Winstead PC on

When forming a new technology company, there are very few documents as important (and unfortunately, as overlooked) as a Shareholders’ Agreement. The discussion in this post is couched as an agreement among shareholders of a...more

Akin Gump Strauss Hauer & Feld LLP

Can You Replace Your Manager? Delaware Case Emphasizes the Importance of Carefully Considering LLC Agreement Provisions

Common sense might lead one to expect that a controlling stakeholder has the power to replace the manager of a limited liability company (LLC), but this might not be the case when the underlying LLC agreement provides...more

Bilzin Sumberg

Revised Florida LLC Act Takes Effect January 1, 2014 For Newly-Formed LLCs

Bilzin Sumberg on

New Florida LLC Act Does Not Apply To Existing LLCs until January 1, 2015, Unless Prior Application is Elected - Effective January 1, 2014, the Florida Revised Limited Liability Company Act (the “New Florida LLC Act”),...more

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