News & Analysis as of

Expulsion Operating Agreements

Farrell Fritz, P.C.

Be Careful What You Say. It May Get You Expelled From Your LLC.

Farrell Fritz, P.C. on

Now that I’ve got your attention, relax. At least for New York LLCs, a member can be expelled from an LLC only if expressly authorized by the operating agreement....more

Farrell Fritz, P.C.

Court Enforces LLC Agreement’s “Naked” Expulsion Clause

Farrell Fritz, P.C. on

Don’t Miss the 2020 LLC Institute Virtual Meeting! It’s that time of year again, when leading experts and practitioners in the field of closely held business entities gather for the LLC Institute’s spectacular CLE program....more

Farrell Fritz, P.C.

The Curious Case of the Expelled LLC Member Bound by Operating Agreement He Never Signed

Farrell Fritz, P.C. on

The case of Shapiro v Ettenson ranks as one of the more consequential ones in the realm of New York’s LLC jurisprudence....more

Farrell Fritz, P.C.

Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal

Farrell Fritz, P.C. on

LLC enabling statutes authorize two types of management structures. The default structure is member-managed in which all members participate in the management of the company’s business affairs. Member-managed LLCs usually...more

Farrell Fritz, P.C.

Repeat After Me: You May Not Expel a Member of a New York LLC Unless the Operating Agreement Says So

Farrell Fritz, P.C. on

C’mon, New York lawyers, do you really want to spend your time, your client’s money, and bother the court litigating a dead-end claim that your client rightfully expelled his or her LLC co-member for alleged misconduct,...more

Farrell Fritz, P.C.

LLC Member Expulsion: What Hath Shapiro Wrought?

Farrell Fritz, P.C. on

Unlike the LLC statutes in many other states, New York’s LLC Law does not authorize the LLC or any of its members to seek judicial expulsion of another member, no matter how egregious the member’s behavior. As the Appellate...more

Farrell Fritz, P.C.

Episode 6: Tom Rutledge Takes on LLC Member Expulsion

Farrell Fritz, P.C. on

Expulsion a/k/a dissociation of an LLC member is a hot-button topic whether it’s pursuant to the terms of an operating agreement or by court order. This episode of the Business Divorce Roundtable features an interview with...more

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