Ribstein

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New Jersey recently became the eighth state to adopt the Revised Uniform Limited Liability Company Act including a new provision authorizing judicial dissolution of LLCs on the ground of oppressive acts by the controllling managers or members and also providing a statutory buy-out remedy, much like the dissolution statutes governing close corporations. For more on the new statute’s background, its provisions, and the surrounding policy debate, read this week’s New York Business Divorce.
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Continue Reading New Jersey Adopts Revised LLC Act Authorizing Dissolution for Minority Oppression

A recent and controversial decision by the Delaware Chancery Court highlights the need for counsel drafting multiple-member LLC operating agreements to focus attention on whether, and if so the circumstances under which, a member may transfer its membership interest, including economic and voting rights, to another existing member with or without the other members’ consent. Learn more about this important case law development in this week’s New York Business Divorce.
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Continue Reading Avoiding the Pain of Achaian, or How Not to Draft LLC Membership Transfer Provisions

Professor Larry Ribstein recently published a highly informative paper called “Close Corporation Remedies and the Evolution of the Closely Held Firm” in which he relates the judicial dissolution remedy to the evolution of small business firms from partnerships to close corporations to the modern limited liability company. It’s essential reading for business divorce practitioners, and it’s in this week’s New York Business Divorce.
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Continue Reading Larry Ribstein on the Evolution of the Closely Held Firm and Judicial Dissolution Remedies

In an important ruling yesterday, the Delaware Supreme Court upheld application of the statute of frauds to oral LLC operating agreements. Today’s posting links to Professor Larry Ribstein’s analysis.
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Continue Reading Delaware Supreme Court Upholds Application of Statute of Frauds to Oral LLC Operating Agreements

Law Professor, prolific author and ABA Top-100 blogger Larry Ribstein is a superstar in the world of LLCs and other unincorporated business entities. This week’s New York Business Divorce presents an interview with Professor Ribstein on the subject of his new book, The Rise of the Uncorporation, which is must reading for anyone interested in this area of the law.
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Continue Reading Interview with Law Professor Larry Ribstein on his New Book, “The Rise of the Uncorporation”