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Limited Liability Company (LLC) Shareholder Oppression

Farrell Fritz, P.C.

Winter Case Notes: Murder, Forgery, Accidental Death, Oppression, Oh My!

Farrell Fritz, P.C. on

Welcome to this year’s Winter Case Notes where, amidst the arctic blast currently sweeping most of the nation, I offer shortish takes on several court decisions in recent business divorce cases. This year’s edition...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.

Top 10 Business Divorce Cases of 2022

Farrell Fritz, P.C. on

I’m delighted to present our 15th annual list of the past year’s ten most significant business divorce cases. This year’s list includes decisions by New York’s trial and appellate courts concerning a smorgasbord of...more

International Lawyers Network

Establishing a Business Entity in Ireland (Updated)

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships,...more

Farrell Fritz, P.C.

The Nutmeg State Out Front on Member Inspection Rights Under RULLCA

Farrell Fritz, P.C. on

For the second time in two years, the Connecticut Supreme Court has ventured into uncharted waters of LLC governance under the Revised Uniform LLC Act which, to date, has been adopted by 22 states and awaits legislative...more

Farrell Fritz, P.C.

Judicial Dissolution of LLCs Under RULLCA: Iowa Supreme Court Takes the Stage

Farrell Fritz, P.C. on

Iowa was one of the first states to adopt the 2006 Revised Uniform Limited Liability Company Act.  As of this year, 21 others have done so not including New York which continues to limp along with its creaky LLC Law enacted...more

Farrell Fritz, P.C.

The Money’s There But Out of Reach for the Minority LLC Member

Farrell Fritz, P.C. on

Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more

International Lawyers Network

Establishing a Business Entity in Ireland (Updated)

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders,...more

Haynsworth Sinkler Boyd, P.A.

SC Supreme Court Issues LLC Oppression Opinion

In the first reported case regarding minority oppression in the context of a South Carolina limited liability company (“LLC”), the South Carolina Supreme Court affirmed the trial court’s conclusion that majority members of an...more

Farrell Fritz, P.C.

Top Ten Business Divorce Cases of 2019

Farrell Fritz, P.C. on

This year’s list offers a good mix of business entities: six involve disputes among LLC members, two involve law firms organized as limited liability partnerships, one involves an accounting firm organized as a professional...more

Farrell Fritz, P.C.

Summer Shorts: LLC Minority Member Oppression and Other Decisions of Interest

Farrell Fritz, P.C. on

It’s that time of year again, when I offer some lighter fare for poolside consumption consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more

International Lawyers Network

Establishing A Business Entity In Ireland

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships...more

Farrell Fritz, P.C.

Winter Case Notes: Oppression of the “Gifted” Minority Shareholder and Other Recent Decisions of Interest

Farrell Fritz, P.C. on

Notwithstanding we’ve had no more than a dusting of snow thus far in my downstate New York neck of the woods, welcome to another edition of Winter Case Notes in which I visit my backlog of recent court decisions of interest...more

Farrell Fritz, P.C.

The Bad-Faith Petitioner Defense Makes Successful Debut in LLC Dissolution Case

Farrell Fritz, P.C. on

What’s become known as the bad-faith petitioner defense in judicial dissolution proceedings first emerged in Matter of Kemp & Beatley, 64 NY2d 63 [1984]...more

Farrell Fritz, P.C.

Stock Pledge Agreement Defeats Minority Shareholder’s Standing to Sue for Statutory But Not Common-Law Dissolution

Farrell Fritz, P.C. on

Last week, this blog wrote about a decision by Manhattan Commercial Division Justice Saliann Scarpulla in the burgeoning Yu family melee, in that case pitting one brother against the other and their sister over dissolution of...more

Farrell Fritz, P.C.

Court Defines “True Deadlock”

Farrell Fritz, P.C. on

I’ve said it before, I’ll say it again: for professionals who dwell in the world of LLCs, whether as transactional, tax, or litigation counsel, attending the annual, two-day LLC Institute, sponsored by the LLCs, Partnerships...more

Dickinson Wright

Michigan Supreme Court Clarifies Application of the Statute of Limitations to Shareholder Oppression Claims

Dickinson Wright on

In the recent case of Frank v Linkner, ___ Mich ___; ___ NW2d ___ (2017), the Michigan Supreme Court clarified that a claim for member oppression under Michigan’s Limited Liability Company Act (“LLCA”), MCL 450.4101 et seq.,...more

Miller Canfield

Michigan Supreme Court Clarifies Statute of Limitations for Shareholder/Member Oppression Claims

Miller Canfield on

When does the statute of limitations start running on claims for minority shareholder/member oppression under Michigan law? In its recent decision in Frank v. Linkner, a unanimous Michigan Supreme Court answered that...more

Farrell Fritz, P.C.

Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll

Farrell Fritz, P.C. on

The combination of majority rule and lack of exit rights leaves minority members of LLCs vulnerable to oppressive conduct by the majority, yet unlike legislation in most states giving dissolution and buy-out remedies to...more

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