News & Analysis as of

Summary Judgment Operating Agreements

Patton Sullivan Brodehl LLP

Who Runs This LLC?

Under California law, LLCs can either be managed by all of the members (member-managed) or by a designated manager (manager-managed).  Manager-managed LLCs are more common for complex, multi-party ventures. The basic idea is...more

Patton Sullivan Brodehl LLP

LLC Operating Agreements Can Reduce Fiduciary Duties

LLC managers owe fiduciary duties both to the LLC and to the LLC’s members, similar to the duties owed by a partner to other partners in a partnership.  (Corp Code §17704.09.)  These include the duty of loyalty, care, and...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Denies Summary Judgment in a “Shotgun” Provision Matter

Recently, Justice Andrew Borrok of the Commercial Division denied a summary judgment motion in a dispute involving what is colloquially referred to as a “shotgun” or a “buy-sell” clause in agreements governing joint ventures...more

Patton Sullivan Brodehl LLP

An LLC’s Attorney Represents the LLC’s Members Too, Right?

Not long ago, The LLC Jungle posted an article addressing the perils of attorney representation of an LLC with two equal “co-managing members.”  See Why Having “Co-Managers” for Your LLC is a Terrible Idea. This post...more

Gray Reed

Contract Operator Not Liable for Breach of a Unit Operating Agreement

Gray Reed on

It’s a tale as old as the oilfield: A non-operator doesn’t pay joint interest billings, operator sues, non-payer claims the expenses were unwarranted and the operator was negligent—no, grossly negligent—for incurring them in...more

Bass, Berry & Sims PLC

Chris Lazarini Further Examines Case Involving Advisor’s Effort to Avoid Paying a Promissory Note

Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini examined further developments in a case involving a former UBS investment advisor’s attempt to prevent the company from collecting on promissory notes the advisor owed to UBS upon...more

Farrell Fritz, P.C.

“Where’s the Beef?” Says Appeals Court, Reversing LLC Dissolution

Farrell Fritz, P.C. on

A dissolution petitioner received the judicial equivalent of the old quip “Where’s the beef?” in a Brooklyn appeals court decision last week reversing an order dissolving a limited liability company under Section 702 of the...more

Mintz

Ohio District Court Deems Hospital Alliance a Single Entity Incapable of Conspiring Under the Antitrust Laws

Mintz on

On October 21, 2014, the U.S. District Court for the Southern District of Ohio granted Defendants’ motion for summary judgment, holding that Premier Health Partners (“Premier”) and its affiliate hospitals, Atrium Health...more

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