Of the partnership disputes I see, the 50/50 ones are the hardest. Not because the law is more complicated, but because there is no majority to break a tie. Every decision needs the other person’s agreement, and the moment they decide to stop agreeing, the business can’t function. There’s no shareholder vote that resolves it … Read More
What Heirs and Surviving Members Need to Know You may assume that your heirs will automatically step into your shoes when you die, inheriting your share of the LLC, your voice in how it’s run, and your right to know what’s going on inside the company. It is not that simple. The law treats a … Read More
LLC Managers have broad fiduciary duties when managing an LLC. Even when they are given “sole and absolute discretion” in the operating agreement to take certain actions for the LLC, they cannot exercise that right in bad faith, for personal gain, and in such a way as to deprive the LLC of a reasonably expected … Read More
If a small business corporation never issued shares to you, can you still be an owner/shareholder of that corporation? Yes, you can still be a shareholder of that corporation, if you have good other evidence that shows that you became a shareholder at one point, but it will be more difficult to prove in court. … Read More
I often deal with very small New York limited liability companies, where the members did not enter into an operating agreement. That is a very bad situation to be in, but that is the reality I often encounter. As explained elsewhere, when an LLC does not have an operating agreement, you have to look to … Read More
Getting divorced when you own and run a business together with your soon-to-be-ex presents unique challenges. If you don’t want to continue running the business with your spouse after divorce, you have a case of business divorce colliding with marital divorce. Business divorce is the separation of two or more business partners formerly bound together … Read More
How much of that LLC do you own, and why does it matter? How do you determine the ownership percentage interest in an LLC? Why does LLC Ownership Percentage matter? Your LLC ownership percentage gives you power over the LLC and its profits. Either in deciding about important decisions via voting or getting a piece … Read More
