statutory operating agreement

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Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again

By Peter A. Mahler on January 30, 2017

Posted in Capital Call, Expulsion and Removal, Freeze-Out Merger, LLCs, Operating Agreement

Few recent cases in the business divorce field are as important as last week’s appellate affirmance in the Shapiro case, allowing majority LLC members to adopt an operating agreement that binds non-signatory minority members. Get the story in this week’s New York Business Divorce.
Continue Reading Thinking About Becoming a Minority Member of a New York LLC Without an Operating Agreement? Think Again

The Oral LLC Agreement: Boon or Bane?

By Peter A. Mahler on February 3, 2014

Posted in Delaware, LLCs, Operating Agreement, RULLCA, Standing

Unlike many states including Delaware, whose statutes authorize oral LLC agreements, New York’s LLC Law mandates a written operating agreement. A recent decision by the Appellate Division, First Department, permitting a claim based on an alleged oral LLC agreement to go forward, prompts examination of the pros and cons of oral LLC agreements, in this week’s New York Business Divorce. …
Continue Reading The Oral LLC Agreement: Boon or Bane?