News & Analysis as of

Limited Liability Company (LLC) Freeze-Out Mergers

Farrell Fritz, P.C.

Let’s Talk About Dilution

Farrell Fritz, P.C. on

When a closely-held business is profitable, self-interested owners naturally want a bigger slice of the pie, especially where the personal relationships among the owners are frayed.  Perhaps that’s why we often discuss the...more

Farrell Fritz, P.C.

Greetings from the American Bar Association’s 2023 LLC Institute

Farrell Fritz, P.C. on

Over its three-decade rise to the closely-held business entity of choice, the Limited Liability Company has won a special place in our hearts.  The majority of disputes we litigate and blog about concern ownership of or...more

Farrell Fritz, P.C.

Limitations on the Rights of Minority Owners in Closely-Held Businesses

Farrell Fritz, P.C. on

In an earlier post, I offered a broader-than-usual overview of certain key rights that a minority owner holds in a closely-held business: the right to vote on company action, the right to inspect books and records, the right...more

Farrell Fritz, P.C.

Court Enjoins Dilution of Brewing Company LLC Membership Interest

Farrell Fritz, P.C. on

Most folks associate beer with pleasure. Many craft brewers will tell you they went into business for that reason: to make themselves and others happy (and, oh yeah, make money). ...more

Patterson Belknap Webb & Tyler LLP

Second Department Limits Plaintiff to Appraisal Remedy Under New York LLC Law After a Freeze-out Merger

In Farro v. Schochet, the Second Department recently held that §1002 of the NY LLC Law restricted a dissenting member’s remedy to an appraisal for the fair value of his interest in the business after a freeze-out merger....more

Farrell Fritz, P.C.

The Farro Litigation: The Rest of the Story

Farrell Fritz, P.C. on

In last week’s New York Business Divorce, Peter Mahler wrote about an important new decision with far-reaching implications for New York LLC owners....more

Farrell Fritz, P.C.

“Rank Pretext Will Not Do”: Court Enjoins Freeze-Out Merger With No Corporate Benefit

Farrell Fritz, P.C. on

I’ve represented clients on both sides of freeze-out mergers of privately owned business entities, so I’m very familiar with their uses, misuses, potential advantages, and potential disadvantages to both freeze-ors and...more

Winstead PC

Just in Time For Summer: The Freeze-Out Merger, A Legal Option Available to SOME Majority Owners of Privately-Held Texas Companies

Winstead PC on

Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies. For majority owners, securing a buy-sell agreement avoids the potential of...more

Farrell Fritz, P.C.

How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist

Farrell Fritz, P.C. on

Over the years, we’ve written a lot about limited partnership, corporation, and LLC “fair value” appraisal proceedings....more

Farrell Fritz, P.C.

The Cash-Out Merger Solution to the Problem Minority Owner

Farrell Fritz, P.C. on

How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more

Patterson Belknap Webb & Tyler LLP

LLC Operating Agreement Does Not Prevent Freeze-Out Merger

On October 24, 2016, Justice Charles E. Ramos of the New York Commercial Division denied a motion by minority members of a limited liability company (“LLC”) to enjoin a freeze-out merger that would cash out the minority...more

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