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Operating Agreements

Considerations When Bringing on a New Owner

by PilieroMazza PLLC on

The attorneys at PilieroMazza's Colorado office frequently assists businesses in drafting, amending, and negotiating their operating agreements, bylaws, and shareholders’ agreements. When this exercise involves a government...more

Can the Bare Naked Assignee Demand Access to LLC Records?

by Farrell Fritz, P.C. on

I wish I could take credit for it, but I can’t. The phrase “bare naked assignee” was coined by the preeminent scholar and LLC maven Professor Daniel Kleinberger whose massive oeuvre (not to mention his guest posts on this...more

What’s the Big Deal? The Importance of Having an Operating Agreement for Your LLC

by Varnum LLP on

So, you've started a business with your buddy. Enthusiasm is high, things look promising, and you've decided to formally register your business as a limited liability company (or, ahem, if you haven't formally registered your...more

“Where’s the Beef?” Says Appeals Court, Reversing LLC Dissolution

by Farrell Fritz, P.C. on

A dissolution petitioner received the judicial equivalent of the old quip “Where’s the beef?” in a Brooklyn appeals court decision last week reversing an order dissolving a limited liability company under Section 702 of the...more

Court Rules LLC Members May Be “Fiduciaries In Fact”

by Allen Matkins on

U.S. District Court Judge Tena Campbell’s ruling in Strong v. Cochran, 2017 U.S. Dist. LEXIS 170073, is a reminder that sometimes what you do matters more than what you say. The case involved claims by the liquidating...more

Is a Series LLC Right for Your Business?

by Mintz Levin on

The Series limited liability company (the “Series LLC”) is more nuanced than an ordinary limited liability company, and for the right user, it provides flexibility that will streamline administration better than other...more

A Member By Any Other Name . . . May Have Access to LLC Books and Records

by Farrell Fritz, P.C. on

I’ve said it before, I’ll say it again: for professionals who dwell in the world of LLCs, whether as transactional, tax, or litigation counsel, attending the annual, two-day LLC Institute, sponsored by the LLCs, Partnerships...more

US Bankruptcy Filing Limitations - How Far Can You Go?

by Dechert LLP on

In order to file for bankruptcy, a corporate entity must be legally authorized to do so. Whether the bankruptcy petition has been duly authorized is governed by state law and often depends on the entity’s governance...more

Bankruptcy Restrictions in Operating Agreement Held Unenforceable

In In Re Lexington Hospitality Group, LLC, the United States Bankruptcy Court for the Eastern District of Kentucky thwarted a lender’s efforts to control whether its borrower could file bankruptcy. As a condition to the loan,...more

LLC’s Purpose Being Achieved? Business Doing Fine? Good Luck Getting Judicial Dissolution

by Farrell Fritz, P.C. on

New York’s LLC judicial dissolution statute, Section 702 of the Limited Liability Company Law, provides far more limited grounds to dissolve a business than the Business Corporation Law – a harsh reality for allegedly...more

Priority of Operator's and Possessory Liens and the Need to Register or Prove Your Lien

by Bennett Jones LLP on

The Alberta Court of Queen's Bench recently reviewed the law regarding priority of operator’s liens and emphasized the heavy evidentiary burden to be satisfied by a creditor asserting a possessory lien in Cansearch Resources...more

Read This Case. Slap Your Head. Not Too Hard.

by Farrell Fritz, P.C. on

Having read thousands of court opinions during my 30+ years as a litigator, I’ve learned to assume that there are things going on beyond what can be gleaned from the court’s written decision, and that these hidden factors may...more

Don’t Let the Deal Get Ahead of the Documents

by Farrell Fritz, P.C. on

The practical lesson for entrepreneurs of the case I’m about to describe is, never sign complex business agreements without your lawyer, and never ever sign such agreements in the last week of August when your vacationing...more

Alert: The New Connecticut Uniform Limited Liability Company Act and its Effect on Your Operating Agreement

by Pullman & Comley, LLC on

The Connecticut Uniform Limited Liability Company Act (“CULLCA”) went into effect in Connecticut on July 1, 2017. The new statute replaces Connecticut’s limited liability company act (the “Old LLC Act”) and is based on the...more

Supply Chain Problems After The Hurricanes: What Manufacturers Should Be Aware Of

As the recovery effort continues after Hurricane Harvey and Hurricane Irma, some manufacturers are starting to deal with supply chain slowdowns or shortages. The most widely reported issue that impacts both manufacturers and...more

When Can an Outside Attorney Serve as a Special Litigation Committee in an LLC Derivative Suit? When the Parties’ Contract Says...

In a decision handed down on August 15, 2017 by the New York Appellate Division First Department, the court endorsed the practice of the appointment of a Special Litigation Committee (SLC) by a limited liability company (LLC)...more

Reflecting The Parties’ Intentions In Operating Agreements: Reminder On Silent Terms

by Cole Schotz on

Does your operating agreement reflect your intentions? New Jersey’s Revised Uniform Limited Liability Company Act (the “RULLCA”) became effective on March 18, 2013. As noted in a post we authored in 2014, although initially...more

Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender

by Farrell Fritz, P.C. on

This is the first in what I hope will be a recurring feature of this podcast featuring war stories told by business divorce professionals. In this episode we hear stories from business appraiser Tony Cotrupe (Meliora...more

Hurricane Harvey and Oil and Gas Operations – What To Do

by Gray Reed & McGraw on

In light of the adverse effects the storm, floods and tornadoes will have on oil and gas production, transportation and processing operations, we offer several bits of advice: Force majeure - Winds and floods are among...more

Minnesota’s New LLC Act Takes Full Effect On January 1

by Fox Rothschild LLP on

An overhaul of Minnesota corporate law on limited liability companies, or LLCs, that was phased in over three years will take full effect in January 2018. The new act differs significantly from the old act, but is modeled...more

Summer Shorts: Three Must-Read Decisions

by Farrell Fritz, P.C. on

Regular readers of this blog know it’s been anything but summer doldrums in the world of business divorce, what with case law developments such as the Appellate Division’s potentially far-reaching ruling on the purposeless...more

The Second Department Suggests That “Any Lawful Business” Clauses May Be Effectively Meaningless in LLC Dissolution Cases

In actions brought by minority members to dissolve an LLC, a key inquiry is whether the LLC’s managers are unable or unwilling to permit or promote the LLC’s “stated purpose.” In many cases, an LLC’s operating agreement...more

Does Your LLC Agreement Have a Purposeless Purpose Clause?

by Farrell Fritz, P.C. on

WARNING: Contractarians may find the following post disturbing. Reader discretion is advised. Now that I’ve got your attention, consider this: Under the standard for judicial dissolution of a New York LLC prescribed in...more

Overhaul of Illinois LLC Act Provides Modernization, Increased Flexibility

by Holland & Knight LLP on

Significant changes have been made to the Illinois Limited Liability Company Act (the Act) that will impact both existing and new LLCs. These changes, which took effect on July 1, 2017, were designed in part to bring the Act...more

Tenth Circuit Upholds Confirmation Of Arbitral Award In LLC Dissolution Dispute

by Carlton Fields on

The Tenth Circuit recently affirmed a district court’s confirmation of an arbitration award in a dispute regarding the dissolution of Knowledge Strategy Solutions, LLC (“KSS”). KSS was a partnership between the professional...more

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