News & Analysis as of

Declaratory Judgments Membership Interest

Patterson Belknap Webb & Tyler LLP

Commercial Division Declines to Dismiss Claim Seeking to Invalidate Delaware LLC Member’s Exercise of a Put Option Amidst...

In GMX Technologies, LLC v. Pegasus Capital Advisors, L.P., Justice Andrea Masley of the New York County Commercial Division denied Defendants Pegasus Capital Advisors, L.P. (“Pegasus”) and The Leiber Group Inc.’s (“Leiber”)...more

Morris James LLP

Court of Chancery Awards Fair Value to Forced-Out LLC Member

Morris James LLP on

Domain Associates LLC v. Shah, C.A. No. 12921-VCL (Del. Ch. Aug. 13, 2018) - An LLC agreement may provide what payout a departing member receives for his or her interest. It also may provide that a member may be forced to...more

Farrell Fritz, P.C.

Operating Agreement Defeats Statutory Buyout Rights Upon LLC Member’s Withdrawal

Farrell Fritz, P.C. on

When the tsunami of LLC enabling statutes swept the U.S. in the late ’80s and early ’90s, including New York in 1994, many included a default rule authorizing as-of-right member withdrawal and payment for the “fair value” of...more

Farrell Fritz, P.C.

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

Farrell Fritz, P.C. on

What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

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