News & Analysis as of

Right of First Refusal Operating Agreements

Farrell Fritz, P.C.

Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach...

Farrell Fritz, P.C. on

Someday, perhaps, I’ll find the comedic inspiration to come up with a joke that begins, “An LLC, a partnership, and a close corporation walk into a bar . . ..” Until then, I’ll have to satisfy myself with writing about an...more

Morris James LLP

Chancery Interprets Right of First Refusal Provision in LLC Agreement

Morris James LLP on

HUMC Holdco, LLC, et al. v. MPT of Hoboken TRS, LLC, et al., C.A. No. 2019-0972-KSJM (Del. Ch. July 2, 2020) Litigation arose among members of a limited liability company regarding the operating agreement’s right of first...more

Farrell Fritz, P.C.

A Case of LLC Withdrawal Symptoms

Farrell Fritz, P.C. on

I was especially drawn to the case I’m about to introduce involving LLC member withdrawal, owing to the Jacobs v Cartalemi case that I litigated to a successful conclusion about two years ago, also involving member...more

Patterson Belknap Webb & Tyler LLP

Second Department Affirms Commercial Division Decisions Leaving Withdrawing LLC Members Without Compensation for Their Membership...

In Matter of Jacobs v. Cartalemi, No. 2016-05041, 2017 BL 435890 (2d Dep’t Dec. 6, 2017) (“Jacobs I”), a unanimous Appellate Division, Second Department panel affirmed an order by Westchester County Commercial Division...more

PilieroMazza PLLC

Court Ruling Confirms that SDVOSB Contractors Possess Procedural Due Process Rights Against Adverse Eligibility Determinations

PilieroMazza PLLC on

The U.S. Department of Veteran Affair's ("VA") Center for Veterans Enterprise (“CVE”) has a tough and sometimes thankless job. Its role is to serve as a “gatekeeper” for VA contracting programs for service-disabled,...more

K&L Gates LLP

The Limited Liability Company and Bankruptcy Code

K&L Gates LLP on

This K&L Gates Legal Insight highlights certain potential bankruptcy and insolvency issues that clients and legal practitioners should take into account when forming a limited liability company (“LLC”) under state law. These...more

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