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Limited Liability Company (LLC) Buy-Sell Agreements Contract Terms

Farrell Fritz, P.C.

Holes in Shotgun Buy-Sell Agreement Keep Deadlock Dissolution Petition Alive

Farrell Fritz, P.C. on

Under both New York and Delaware law, members of an LLC may petition for judicial dissolution on the grounds that the management is so hopelessly deadlocked that the LLC can no longer function in accordance with its purpose...more

Farrell Fritz, P.C.

A Shotgun Buy-Sell Agreement and an Email Deal Walk into a Beachside Bar . . .

Farrell Fritz, P.C. on

One of the more attractive features of LLCs as a business organization is that they are, in large part, creatures of contract.  Most provisions in the NY LLC Law are default rules, and members are free to adopt those or...more

Farrell Fritz, P.C.

Consider Whether Your Buy-Sell Provision is a Call Option Before Pulling the Trigger

Farrell Fritz, P.C. on

As regular readers of the blog surely are aware, there are few provisions in an LLC or shareholders agreement more likely to be the focus of dispute than the buy-sell provision. Most times, these disputes expose a flaw in the...more

Farrell Fritz, P.C.

Lessons From a Trio of Dysfunctional Buy-Sell Agreements

Farrell Fritz, P.C. on

Three recent court decisions from three different states — New York, Pennsylvania, and Alabama — add to the rogue’s gallery of valuation cases stemming from poorly conceived and/or poorly implemented buy-sell agreements among...more

Farrell Fritz, P.C.

Aim Carefully Before Pulling Trigger on Shotgun Buy-Sell Agreement

Farrell Fritz, P.C. on

At least on paper, shotgun provisions in shareholder and operating agreements provide an elegant and efficient buy-out solution when business owners can’t get along and need a divorce. In a two-owner company, the one who...more

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