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Limited Liability Company Subject to Claims By Former Managers Holding Membership Interests

Attorney for Buy-Sell Agreement
I often find myself counseling caution to business owners that want to use equity to reward or attract key employees.  The reason, quite simply, is that if the relationship sours, the employee not only has to be fired but you then have to deal...

Fiduciary Duties to Minority Interests in Operating Agreement Amendments

Limited liability companies are creatures of contract, and the Operating Agreement is the Magna Carta of the business.  Because it is a contract, however, all of the members must consent to any changes to the Operating Agreement, which means that the holdout member has a...

NJ Entire Controversy Doctrine Bars Claim That Former LLC Member Owns Factory

Without John Murray, the former CEO of Crystex Composites, LLC, the Clifton manufacturer of composite materials would likely not exist.  It was Murray who bought the plant in a bankruptcy sale and ultimately ended up with nothing for his efforts.  Murray's failure, however, to assert that...

Exercise Care in Valuing Interests in New Jersey Business Breakups

A court orders a business valuation in a matter involving an oppressed shareholder claim. The appraiser, carefully applying the standards of his profession, sends an engagement letter describing a fair market value determination.  The appraisal will value the enterprise as a whole, then apply minority...

Expelling a Member of a NJ Limited Liability Company

Time was that the expulsion of a troublesome individual from a limited liability company or partnership generally meant that the business entity would have to be dissolved and either start over or be sold off.  Changes to partnership laws -- and the adoption of...

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