IMPLIED COVENANT

By , June 18, 2018 3:59 pm

Under the link below is an excellent discussion in a post by the Delaware law firm of Fox Rothschild concerning a recent decision of the Delaware Chancery Court defining the parameters of the implied contractual covenant of good faith and fair dealing and making clear that the doctrine applies only when one party to a contract has acted arbitrarily or unreasonably and thereby frustrated the reasonable expectations of the other party.

Here’s the link:  https://delawarechancery.foxrothschild.com/case-summaries/implied-covenant-of-good-faith-and-fair-dealing-claim-dismissed-by-chancery/?utm_source=Fox+Rothschild+-+Delaware+Chancery+Law+Blog&utm_campaign=cb9a51f367-RSS_EMAIL_CAMPAIGN&utm_medium=email&utm_term=0_86821ff155-cb9a51f367-70733165

USE OF TRUSTS IN BUSINESS ARRANGEMENTS

By , June 14, 2018 6:44 pm

The attached post from Lou Vlahos of the FarrellFritz law firm under the link below is a brief but informative discussion about the use of trusts to structure business arrangements.  I think it will be as interesting to estate planners as to business lawyers.

Here’s the link:  https://www.taxlawforchb.com/2018/03/trusts-and-the-corporate-lawyer/

ONE 50% SHAREHOLDER WANTS TO SELL OR LIQUIDATE THE BUSINESS. THE OTHER WANTS TO KEEP IT GOING. IS THAT DEADLOCK?

By , June 12, 2018 2:53 pm

Under the link below is Peter Mahler’s post, which he titles as follows:  “New Post from NY Business Divorce: One 50% Shareholder Wants to Sell or Liquidate the Business. The Other Wants to Keep It Going. Is That Deadlock?”  Needless to say, his post is highly relevant not only to state-law business corporations but also to multi-member LLCs.

Here’s the link:  https://www.nybusinessdivorce.com/2018/03/articles/deadlock/one-50-shareholder-wants-sell-liquidate-business-wants-keep-going-deadlock/

LLC MEMBER EXPULSIONS

By , June 7, 2018 1:47 pm

When things go bad among LLC members, the expulsion provision in their operating agreement can be the most important provision in the agreement—and it better be well drafted.  In the excellent post under the link below, Peter Mahler of the FarrellFritz law firm provides an excellent general discussion of LLC operating agreement expulsion provisions and of a recent New York expulsion case.

Here’s the link:  https://www.nybusinessdivorce.com/2018/02/articles/expulsion-and-removal/llc-member-expulsion-hath-shapiro-wrought/

IMPLIED COVENANT

By , June 6, 2018 6:44 pm

Peter Mahler’s post under the link below about the implied contractual covenant of good faith and fair dealing provides a brief but very sound and practical discussion of that doctrine.  The doctrine is relevant to every LLC formation and internal dispute.

Here’s the link:  https://www.nybusinessdivorce.com/2018/02/articles/delaware/will-someone-please-re-name-implied-covenant-good-faith-fair-dealing/

LLCS AS PASS-THROUGH ENTITIES

By , March 28, 2018 5:43 pm

Almost all single-member LLCs and multi-member LLCs are pass-through entities.  Under the link below is an interesting discussion of pass-through entities by the Brookings institution.

Here’s the link:  https://www.brookings.edu/research/9-facts-about-pass-through-businesses/

WHEN TWO OR MORE PERSONS ARE WORKING TOGETHER, ARE THEY PARTNERS IN A PARTNERSHIP EVEN IF THEY DON’T KNOW IT?

By , March 21, 2018 2:39 pm

The above question is addressed in a recent New York appellate case discussed by Peter Mahler in a post under this link:

https://www.nybusinessdivorce.com/2017/10/articles/partnerships/calling-organization-partnership-doesnt-make-one-not-calling-partnership-doesnt-make-not-one-got/

WHEN SHOULD LLCS HAVE A CORPORATE MANAGEMENT STRUCTURE?

By , March 19, 2018 2:18 pm

Under the link below is an excellent article in the ABA’s Business Law Today about the use of corporate management structures in multi-member LLCs.

Here’s the link:

https://businesslawtoday.org/2017/03/its-a-bird-its-a-plane-no-its-a-board-managed-llc/

LAW JOURNAL ARTICLE ABOUT FREEZE-OUT MERGERS UNDER THE MINNESOTA LLC ACT

By , March 15, 2018 2:57 pm

The article cited below will primarily interest Minnesota LLC lawyers, but it’s discussion of freeze-out mergers will also be of value to non-Minnesota lawyers.

74-DEC Bench & B. Minn. 16
Bench and Bar of Minnesota
December, 2017
Patrick J. Rooneya Ernest P. Shrivera
Copyright © 2017 by Minnesota State Bar Association; Patrick J. Rooney, Ernest P. Shriver
FREEZE-OUT MERGERS AND THE NEW MINNESOTA LLC ACT
Has the Legislature Removed a Useful Dispute Resolution Tool for LLCs?

LLCS AS PUBLIC COMPANIES

By , March 14, 2018 2:50 pm

From time to time, LLC lawyers may have to address the question whether an LLC client of theirs should consider going public.  The article under the link below provides useful background in answering that question.

Here’s the link:  https://businesslawtoday.org/2017/12/secs-challenge-public-company-model-is-unattractive-for-many-businesses/?utm_source=email&utm_campaign=december17-mib