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Limited Liability Company (LLC) › Equitable Defenses

Farrell Fritz, P.C.

Magic Words Still Matter, and Equitable Defenses Can’t Save a “Void” Transfer

Farrell Fritz, P.C. on

New York’s default rules regarding LLC members’ rights to transfer their interests appear in sections 603 and 604 of the LLC Law. Section 603 provides that a membership interest is fully assignable, but the assignee does not...more

Farrell Fritz, P.C.

Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities

Farrell Fritz, P.C. on

It’s not surprising that Vice Chancellor Zurn’s recent, first-impression decision in In re Coinmint, LLC, aligning itself with rulings in many other states including New York, found that Delaware courts lack subject matter...more

K&L Gates LLP

Chancery Court Finds That Language In An LLC Agreement That States An Assignment Is “Null And Void” Trumps The Common Law And...

K&L Gates LLP on

In Absalom Absalom Trust f/k/a Anne Deane 2013 Revocable Trust v. Saint Gervais LLC, C.A. No. 2018-0452-TMR (Del. Ch. June 27, 2019), the Court of Chancery found that the transfer of membership interests in an LLC was void,...more

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