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Operating Agreements › Ownership Interest

Venable LLP

Despite Chancery Court Decisions in Recent Years, Agreements Continue to Include Transfer Restrictions That May Not Be Enforceable

Venable LLP on

Despite recent decisions by the Delaware Court of Chancery, many key corporate documents continue to include restrictions on indirect transfers of equity that may not be enforced if challenged in court....more

Dinsmore & Shohl LLP

Thinking About Buying a Racehorse? Things to Consider.

Dinsmore & Shohl LLP on

Imagine how exhilarating it would be to watch your horse cross the finish line first (or even second or third) in a Breeders' Cup race. Is that possible? Is world-class racing too lofty of a goal for a pro­spective new owner,...more

Farrell Fritz, P.C.

Battle for Company Control Turns on Conflicting Copies of Operating Agreement Amid Accusations of “Old-Fashioned Forgery”

Farrell Fritz, P.C. on

“This case (and its many state-court siblings) has a tortured history,” is the opening line in Judge Subramanian’s decision. The “siblings” are five or so related lawsuits filed in New York State Supreme Court beginning in...more

Stevens & Lee

Spring Cleaning: Why Businesses Should Take Time Now to Review Corporate Records and Agreements

Stevens & Lee on

While the “spring cleaning” that typically comes to mind involves gardening, cleaning off the golf clubs or power washing, it is also an ideal time for business owners to take inventory of their corporate records, governing...more

Patton Sullivan Brodehl LLP

Does an Operating Agreement’s Arbitration Clause Apply to a “Purported” LLC Member?

Patton Sullivan Brodehl LLP on

If an LLC’s Operating Agreement contains a sufficiently broad arbitration clause, most disputes raised by the LLC’s members relating to the LLC will be sent to arbitration (instead of the court system) for resolution. But...more

Patton Sullivan Brodehl LLP

Who Runs This LLC?

Patton Sullivan Brodehl LLP on

Under California law, LLCs can either be managed by all of the members (member-managed) or by a designated manager (manager-managed).  Manager-managed LLCs are more common for complex, multi-party ventures. The basic idea is...more

Farrell Fritz, P.C.

When It Comes to Transfers of Ownership Interests, Where There’s a Will There’s Not Always a Way

Farrell Fritz, P.C. on

My partner Frank McRoberts recently posted about two New York cases, one involving an LLC and the other a close corporation, in which the courts resolved conflicts between, on the one hand, provision in the...more

Farrell Fritz, P.C.

How to Resolve Competing Estate Plans of an LLC Owner with a Double Life

Farrell Fritz, P.C. on

Corporate shareholder and LLC operating agreements routinely contain provisions addressing the transfer of equity interests upon the death of an owner of a closely-held business. Such provisions are vital for succession...more

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