Operating Agreements

News & Analysis as of

This Case Caused Me To Take Stock

I recently came across Fukuda v. Nethercott, 2016 U.S. Dist. LEXIS 92462 (D. Utah, July 15, 2016). The case involved claims by the plaintiff that the defendants had sold him securities in violation of the registration...more

Keeping Your Team Motivated: A Profits Interest as an Equity-Based Incentive

Say you own one-half of an LLC that is taxed as a partnership. You and your partner invested the initial capital that was necessary to get the business up and running, and you both built the business with the help of a few...more

Arbitrator to Decide Arbitrability of Breach of Fiduciary Duty Claim

In Angus v. Ajio, C.A. No. 11895-VCG (Del. Ch. May 13, 2016), the plaintiffs sought to enjoin an arbitration initiated against them as officers of MoGo Sport. In the arbitration, certain members of the company (who were...more

Unitization: Specific Considerations for LNG Export Projects

Unitized Gas to LNG Export - A number of global LNG export projects – existing, under construction and planned – process (or will process) natural gas produced from unitized gas fields. Gas produced from unitized gas...more

A Quirky Exemption: “Internal” Business Disputes

A recent decision by the North Carolina Business Court highlights an important—and counterintuitive—limit on the scope of N.C. Gen. Stat. § 75-1.1. Section 75-1.1 says expressly that it applies to practices “in or...more

Bankruptcy Courts Closing In – Will An Agreement Requiring Unanimous Consent To File For Bankruptcy Be Effective?

We’ve all seen it. The business opportunity looks enticing but is laced with risk about a potential bankruptcy filing down the road. As bankruptcy lawyers we are often asked how deals can be structured to prevent a...more

Global Private Equity Newsletter - Summer 2016 Edition: Recent Developments in Acquisition Finance

Private equity sponsors should be aware of two recent court decisions. One involves fiduciary duties under state law that may be owing to a limited liability company borrower by its managers, in the context of receivables...more

Lenders Cannot Prevent Borrowers From Filing Bankruptcy By Owning Minority Equity With Veto Power Over Borrower’s Decision To File...

In a recent decision, the U.S. Bankruptcy Court for the District of Delaware refused to enforce a provision in the debtor’s LLC operating agreement requiring a unanimous vote of the debtor’s members to authorize the debtor to...more

Insights Newsletter - June 2016

TO SUFFER OR PERMIT: How The Broad Scope Of The Fair Labor Standards Act Is Increasing The Risk Of Doing Business - 2016 is shaping up to be a troubling one for employers subject to the provisions of the Fair Labor...more

Delaware Bankruptcy Court: provision granting creditor veto over debtor’s decision to file bankruptcy violates federal public...

In a case of first impression, DLA Piper argued before the US Bankruptcy Court for the District of Delaware that a consent provision in a Delaware LLC operating agreement effectively granting a creditor a veto right over a...more

Delaware Bankruptcy Court Invalidates on Public Policy Grounds a “Golden Share” Provision in LLC Agreement Designed to Limit LLC’s...

In a June 3, 2016 decision, the United States Bankruptcy Court for the District of Delaware (“the Bankruptcy Court”) invalidated, on federal public policy grounds, a provision in the debtor-LLC’s operating agreement that it...more

The Model Form JOA in Hard Times (and Farewell, Rally Possum)

Good morning class. Welcome to an advanced course on what can go wrong with the Model Form just when you need it. FIRST CASE - Do you know where to file your UCC financing statement?...more

Intervention Energy: The Case Where the Golden Share Lost its Shine

In connection with out-of-court restructurings, workouts and forbearance agreements, creditors often seek to include provisions that purport to limit the ability of a debtor to file for bankruptcy relief. However, bankruptcy...more

Buy-Sell Agreements in a Divorce (Part 2)

My last article discussed a typical provision found in shareholders agreements (for corporations) or operating agreements (for limited liability companies) giving the other owners a right to step in and buy any shares or...more

Amendments to the Minnesota Revised Uniform Limited Liability Company Act

On May 22, 2016 several amendments to the Minnesota Revised Uniform Limited Liability Company Act, Chapter 322C of the Minnesota statutes, were passed into law. While most of the changes are immaterial or administrative in...more

The Tennessee Business Court Tackles Privilege Claims

The Tennessee Business Court has provided additional guidance to commercial litigators concerning internecine legal battles between members of limited liability companies. The Court has determined the fiduciary duties of...more

Court Of Chancery Explains When To Not Enjoin Arbitration

This is another in a line of decisions that explains when the issue of arbitrability should be sent to the arbitrator to decide. ...more

Partnership Audit Changes and Their Effect on Operating Agreements

On November 2, 2015, President Obama signed into law the Bipartisan Budget Act of 2015. The Bipartisan Budget Act of 2015 contained several significant changes to the procedural rules for federal income tax audits and the...more

Buy-Sell Agreements in a Divorce (Part 1)

My prior articles have discussed how to monetize one spouse’s equity interest in a privately held company that has no other owners. However, many businesses are started by two or three partners contributing their ideas,...more

Changes to IRS Partnership and LLC Audit Rules

Recent history has seen a proliferation of health care organizations—including tax-exempt organizations, for-profit companies, and physician practice groups—that have joined together to take advantage of different synergies...more

Dieckman v. Regency GP LP, et al., C.A. No. 11130-CB (Del. Ch. Mar. 29, 2016) (Bouchard, C.)

In this opinion, the Delaware Court of Chancery reaffirmed that default fiduciary duties, including a duty of disclosure, may be modified or wholly eliminated when such modification or elimination is clearly set forth in a...more

Lease Accounting Changes Are Around the Corner: How Will This Affect Borrowers Under Credit Facilities?

Off-balance sheet operating leases are an important part of many companies’ financing strategies. A key attraction of operating leases is that neither leased assets nor lease payments are recorded on a company’s balance...more

Court Of Chancery Explains Advancement Rights Of Seller Representative

This is an interesting advancement case as it applies the usual test of whether the former directors have been sued “by reason of the fact” they were directors in the context of suit against former owners’ representative for...more

Contractual Stipulations of Irreparable Harm: Helpful But Not Determinative

Business contracts frequently contain remedy clauses whereby the parties agree that a breach constitutes irreparable harm entitling the nonbreaching party to specific performance or injunctive relief to enforce the agreement....more

Is It Better To Be A LLC Member In The Minority Than A Minority Corporate Shareholder?

It is pretty common to think that limited liability company members have similar rights as shareholders in a corporation. But they don't, (although in some respects the rights afforded to LLC members may be better). The...more

104 Results
|
View per page
Page: of 5
JD Supra Readers' Choice 2016 Awards

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×