Meeting

No Meeting, No Vote Required for LLC’s Freeze-Out Merger Approved by Majority’s Written Consents

By Peter A. Mahler on November 24, 2014

Posted in Dissenting Shareholder Appraisal, Freeze-Out Merger, LLCs

The statute governing LLC mergers requires a member vote at a meeting to be held on at least 20 days notice. In Slayton v. Highline Stages, LLC, the majority members used written consents in lieu of a meeting to approve a freeze-out merger, which the frozen-out minority member challenged. Did she succeed? Find out in this week’s New York Business Divorce. …
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When Can LLC Members Act Without Holding a Meeting?

By Peter A. Mahler on September 4, 2012

Posted in Delaware, Expulsion and Removal, LLCs, Operating Agreement

Compared to its Business Corporation Law, New York’s LLC Law provides greater latitude to LLC members when it comes to making management decisions without necessity of holding a formal meeting. A recent Delaware Chancery Court decision construing that state’s similar LLC statute sheds light on the interplay between the statutory default rule and operating agreement provisions that set forth voting procedures without mention of the members’ right to take action without a meeting. It’s in this week’s New York Business Divorce.
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