voting rights

Death of a General Partner, or How Not to Plan for Succession in a Limited Partnership

By Peter A. Mahler on April 29, 2013

Manhattan Supreme Court Justice Saliann Scarpulla’s recent ruling in Poole v. West 111th Street Rehab Associates illustrates some of the difficult interpretive and factual issues that often accompany internal partnership disputes governed by the “old” Limited Partnership Act adopted by New York in 1922. This week’s New York Business Divorce explains.
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Avoiding the Pain of Achaian, or How Not to Draft LLC Membership Transfer Provisions

By Peter A. Mahler on August 29, 2011

Posted in Deadlock, Delaware, LLCs, Operating Agreement

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