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Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger

By Peter A. Mahler on November 21, 2016

Posted in Freeze-Out Merger, LLCs, Operating Agreement, Stock Transfer Restrictions

The LLC freeze-out merger has been referred to by one scholar as “hidden statutory expulsion.” In a decision last month featured in this week’s New York Business Divorce, Manhattan Commercial Division Justice Charles Ramos refused to enjoin a freeze-out merger challenged by minority members of an LLC who claimed that it violated the LLC’s operating agreement.
Continue Reading Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger

Action to Enjoin LLC Freeze-Out Merger Goes Forward

By Peter A. Mahler on October 14, 2013

Posted in Derivative Actions, Freeze-Out Merger, LLCs

Decisions in lawsuits brought by minority members challenging LLC mergers are rare finds. This week’s New York Business Divorce highlights a recent decision in just such a case by Manhattan Commercial Division Justice Melvin Schweitzer, in which he denied a motion to dismiss an action seeking to set aside a merger involving a realty management company organized as a three-member LLC. You won’t want to miss it.
Continue Reading Action to Enjoin LLC Freeze-Out Merger Goes Forward