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Corporate Deadlock Buy-Sell Agreements

Farrell Fritz, P.C.

Holes in Shotgun Buy-Sell Agreement Keep Deadlock Dissolution Petition Alive

Farrell Fritz, P.C. on

Under both New York and Delaware law, members of an LLC may petition for judicial dissolution on the grounds that the management is so hopelessly deadlocked that the LLC can no longer function in accordance with its purpose...more

Farrell Fritz, P.C.

A Shotgun Buy-Sell Agreement and an Email Deal Walk into a Beachside Bar . . .

Farrell Fritz, P.C. on

One of the more attractive features of LLCs as a business organization is that they are, in large part, creatures of contract.  Most provisions in the NY LLC Law are default rules, and members are free to adopt those or...more

Farrell Fritz, P.C.

LLC Member Pays the Price For Not Sticking to Deadlock-Breaking Script

Farrell Fritz, P.C. on

When the management of a closely held business is controlled equally by two owners, it’s wise both to anticipate possible deadlock over major decisions and to provide in the constitutive documents a deadlock breaking...more

Farrell Fritz, P.C.

One 50% Shareholder Wants to Sell or Liquidate the Business. The Other Wants to Keep It Going. Is That Deadlock?

Farrell Fritz, P.C. on

We call it deadlock dissolution when a 50% shareholder of a close corporation, who claims to be at an impasse with the other 50% shareholder, asks the court to dissolve and liquidate the corporation....more

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