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Operating agreement

Nov 10, 2016

Being Prepared To File Business Divorce Litigation May Yield a Negotiated Agreement

Business owners who are having a dispute with their business partners (in New Jersey) should not read this blog and assume their only remedy is shareholder dispute litigation.  Because of the cost – both in legal fees, and to your business – litigation should almost always be a last resort.  » Read More

Aug 14, 2014

Creative Ways to Contractually Minimize the Chances of Shareholder Dispute Litigation

When two new clients recently came in to have an Operating Agreement prepared for their newly created LLC, they indicated that they had read my website.  Since I had experience in litigating shareholder disputes, they wanted to know how to make a “bulletproof” Operating Agreement, so that there would never be litigation if they disagreed over an issue. » Read More

Apr 14, 2014

Pros & Cons of Alternative Dispute Resolution in Shareholder Dispute Litigation

As many of you have read here before, the New Jersey Limited Liability Company Act now includes recovery for minority member oppression. Those remedies cannot be waived, as a matter of law. However, the parties to an LLC’s operating agreement (or a corporation’s shareholder agreement) can agree to an alternate dispute resolution (“ADR”) mechanism in advance, impacting the forum in which these issues will be decided. » Read More

Jan 17, 2014

Get out of That New Jersey LLC before the Law Changes?

In my last post, I wrote about the fact that your right to simply withdraw from a New Jersey LLC and be paid fair market value for your shares – provided the Operating Agreement does not prohibit this – is being eliminated on March 1, 2014.  » Read More

Mar 27, 2012

New Case Reaffirms the Difference Between Corporations and LLC’s When It Comes to Rights of Minority Owners

I have written extensively about the difference between the law in New Jersey protecting a minority shareholder in a corporation, and the law protecting a minority member in a limited liability company (LLC).  Most lawyers practicing extensively in this area of law have long argued, and believed, that the statute protecting minority shareholders in a corporation from what is considered “shareholder oppression” does not apply to LLC’s (much as we may want it to).  » Read More

Nov 29, 2011

You Can Pay a Lawyer a Little Now, or a Lot Later

When you started your company all those years ago, you were certain you didn’t need a Shareholders’ Agreement (or, in the case of an LLC, an Operating Agreement). An attorney would have charged you more than you wanted to pay at the time to draft one (as they usually do), and after all, you trusted your business partner (back then). » Read More

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