News & Analysis as of

Capital Contributions Operating Agreements

Farrell Fritz, P.C.

The Perils of Indeterminate LLC Membership Interests, Redux

Farrell Fritz, P.C. on

Capital contributions by business owners are the lifeblood of any newly formed business entity. Typically the lifeblood consists of cash, but not always. In many instances the contribution may consist of tangible (e.g., real...more

Patton Sullivan Brodehl LLP

LLC Operating Agreements: Indemnity, Arbitration, and Equity

LLC operating agreements frequently provide for indemnity to the LLC’s manager. This is consistent with the statutory default rule embodied by California Corporations Code section 17704.08(a), which provides for indemnity...more

Miller Nash LLP

Business Owner Exit Planning: LLC Operating Agreements

Miller Nash LLP on

Limited liability companies (LLC or LLCs) are an attractive choice of entity for many non-public companies. An LLC is the preferred choice of entity for many advisors, including me, unless the facts warrant something...more

Farrell Fritz, P.C.

An Extreme Case of Petitioner’s Remorse

Farrell Fritz, P.C. on

Many business divorce practitioners are familiar with a phenomenon one might call “petitioner’s remorse” – an often abrupt abandonment of one’s desire to dissolve a closely-held business entity when the opposing party...more

Patton Sullivan Brodehl LLP

Determining Membership in an LLC: sometimes it’s not as easy as it should be

LLC membership interests are usually straightforward and can determined by simply reviewing the LLC’s operating agreement. The operating agreement typically lists the members. Sometimes the operating agreement will impose...more

Troutman Pepper

Delaware Chancery Court Sustains Breach of Fiduciary Duty Claims Against Nonparty to LLC Agreement

Troutman Pepper on

In 77 Charters, Inc. v. Gould, the Delaware Court of Chancery refused to dismiss breach of fiduciary duty claims against an indirect, “remote controller” of a limited liability company in connection with a series of...more

Farrell Fritz, P.C.

The Perils of Indeterminate LLC Membership Interests

Farrell Fritz, P.C. on

Here we go again — and again and again. On numerous prior occasions I’ve written about judicial dissolution cases and other infighting among LLC members featuring disputes over membership percentages. ...more

Farrell Fritz, P.C.

Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare

Farrell Fritz, P.C. on

The nationwide landscape of statutes and case law governing judicial dissolution of limited liability companies exhibits more state-to-state similarity than dissimilarity....more

Patton Sullivan Brodehl LLP

“Retaliatory Amendment” of an LLC Operating Agreement

LLCs are celebrated for allowing business partners to freely define their relationship by contract — i.e., the LLC operating agreement. The operating agreement generally covers all of the important aspects of the company and...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Holds That Agreement That Specifies Dilution as Remedy for Failure to Make Capital Call Prohibits Plaintiff...

Operating agreements often specify dilution as the remedy for a failure to make a capital contribution. But what if your business partner fails to make a contribution and you’d rather have the capital than an increased...more

Farrell Fritz, P.C.

Business Divorce Nation: Five States, Five Cases

Farrell Fritz, P.C. on

It’s true that the statutory and common-law rules at play in business divorce cases can vary widely from state to state. But it’s also true that court decisions in one state can influence courts in other states, and can...more

Bilzin Sumberg

Homebuilder Series Webinar: Joint Ventures Solutions, Steve Lear

Bilzin Sumberg on

This is the second in a series of in-depth webinar discussions that cover a range of legal and business issues affecting the homebuilder industry. Homebuilders frequently use joint ventures as a means to finance...more

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