Category: Oppression

SHAREHOLDER OPPRESSION

By , July 26, 2018 9:40 am

The excellent post by Peter Mahler under the link below about shareholder oppression applies equally to oppression of minority members of LLCs.

Here’s the link:  https://www.nybusinessdivorce.com/2018/04/articles/dissolution-procedure/shareholder-oppression-requires-denial-access-company-information/

LAW JOURNAL ARTICLE ABOUT FREEZE-OUT MERGERS UNDER THE MINNESOTA LLC ACT

By , March 15, 2018 10:00 am

The article cited below will primarily interest Minnesota LLC lawyers, but it’s discussion of freeze-out mergers will also be of value to non-Minnesota lawyers.

74-DEC Bench & B. Minn. 16
Bench and Bar of Minnesota
December, 2017
Patrick J. Rooneya Ernest P. Shrivera
Copyright © 2017 by Minnesota State Bar Association; Patrick J. Rooney, Ernest P. Shriver
FREEZE-OUT MERGERS AND THE NEW MINNESOTA LLC ACT
Has the Legislature Removed a Useful Dispute Resolution Tool for LLCs?

OPPRESSION OF MINORITY SHAREHOLDERS

By , September 22, 2017 7:00 am

The issue of oppression of minority LLC members by majority members is a key issue in drafting any operating agreement for multi-member LLCs.  LLC lawyers can learn a lot about this issue from studying corporate oppression cases.  Under the  link below is an excellent discussion by Peter Mahler concerning a New York case involving truly draconian shareholder oppression.

Here’s the link:  http://www.nybusinessdivorce.com/2017/08/articles/family-owned-businesses/award-oppressive-conduct-majority-shareholder-goes/

MINORITY OPPRESSION

By , April 7, 2017 12:21 pm

Whether they represent minority or majority members of an LLC, lawyers who draft LLC operating agreements for multi-member LLCs with one or more minority members must carefully address the question of how to address minority oppression issues in the agreement. The post under the link below discusses a New York appellate decision involving minority oppression under NY corporate law, but many of the lessons in the opinion apply equally to LLCs, including non-New York LLCs.

Here’s the link: http://www.nybusinessdivorce.com/2017/02/articles/dissolution-defenses/oppression-revoke-employment-profit-sharing-control/

DON’T BE A MINORITY MEMBER IN AN LLC THAT LACKS AN OPERATING AGREEMENT

By , March 16, 2017 8:57 am

The excellent post by Peter Mahler under the link below addresses the risks under New York LLC law for minority members in multi-member LLCs that lack written operating agreements; but the post applies also to non-New York LLCs.

Here’s the link:

http://www.nybusinessdivorce.com/2017/01/articles/capital-call/thinking-becoming-minority-member-new-york-llc-without-operating-agreement-think/

MINORITY OPPRESSION

By , December 6, 2016 12:16 pm

Whether minority members of LLCs should be protected from oppression by majority members is a central issue of LLC statutory and case law.  The world’s expert on this issue is Doug Moll, a law professor at the University of Houston Law Center.  Not far behind is Peter Mahler, a leading litigator of LLC issues and the author of Business Divorce, the leading blog in the field of business organization law litigation.  Under the link below is Peter’s latest post, which provides links to his recent interview of Doug and to Doug’s article on LLC minority oppression—unquestionably, at least for now, the leading article on that subject.

Here’s the link:

http://www.nybusinessdivorce.com/2016/10/articles/interviews/minority-oppression-llcs-interview-professor-douglas-moll/

BRIEF ARTICLE ABOUT THE OPPRESSION OF LLC MEMBERS

By , July 22, 2016 12:54 pm

Whenever you assist clients in drafting LLC operating agreements, whether you represent majority members or minority members, you should be thinking about LLC minority oppression issues and how to address them in the agreement.  The article under the link below is brief, but it is an excellent overview of these issues.

Here’s the link:  http://lawprofessors.typepad.com/business_law/2016/06/minority-oppression-in-the-llc.html

NEW LAW JOURNAL ARTICLE ABOUT MINORITY OPPRESSION

By , March 2, 2016 10:29 am

In any LLC with minority members, minority oppression is obviously a central issue to negotiate among the members and to address in the operating agreement.  Below is the cite of a fine new article about LLCs and minority oppression:

77 Ala. Law. 36
Alabama Lawyer
January, 2016
Feature Article
MINORITY OPPRESSION IN LIMITED LIABILITY COMPANIES: THE BIRTH OF A NEW CLAIM OR A HOLE IN THE LAW?
Douglas B. Hargett & G. Bartley Loftin, III
Copyright © 2016 by The Alabama State Bar; Douglas B. Hargett, G. Bartley Loftin, III

SETTLING OPPRESSION CASES

By , January 20, 2016 9:20 am

In addition to forming LLCs, a key area of practice for many LLC lawyers is handling disputes among LLC members.  Sometimes these disputes involve claims of majority member oppression of minority members.  The new post in Peter Mahler’s excellent Business Divorce blog under the link below discusses a case demonstrating a creative judicial oppression remedy in a corporate oppression matter, but the ideas in it are also applicable to LLCs.

Here’s the link:  http://www.nybusinessdivorce.com/2015/12/articles/grounds-for-dissolution/less-drastic-measures-maryland-case-highlights-non-dissolution-remedies-for-oppressed-minority-shareholders/.

MINORITY OPPRESSION

By , December 14, 2015 2:21 pm

If you are representing one or more minority members in the formation of a multi-member LLC, you need to have a deep understanding of minority oppression under LLC law and of how to draft the terms of LLC operating agreements to prevent minority oppression.

The attached excellent new blog post by Peter Mahler under the link below provides a vivid discussion of corporate minority oppression, but the concepts underlying the post apply equally to LLC minority oppression.

Here’s the link:

http://www.nybusinessdivorce.com/2015/11/articles/grounds-for-dissolution/a-classic-case-of-minority-shareholder-oppression/