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Contract Terms › Breach of Duty › Business Litigation

Farrell Fritz, P.C.

Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

Farrell Fritz, P.C. on

In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Within that category are many...more

Adams and Reese LLP

Operation Litigation: Top Tips if Your Business is Threatened with a Lawsuit

Adams and Reese LLP on

We continue to provide legal resources for our military veterans returning to the workplace in our monthly “Vets to Ventures” series. Previously, we have discussed how skills acquired in the military translate into becoming a...more

Hicks Johnson

The Importance of “Plain and Unambiguous Language” When Eliminating Fiduciary Duties in Delaware

Hicks Johnson on

The Delaware Limited Liability Company Act allows for the fiduciary duties of a member to be expanded, restricted, or eliminated by provisions in the operating agreement of a limited liability company (“LLC”). If drafters...more

Farrell Fritz, P.C.

A Lesson In Drafting Capital Call Provisions

Farrell Fritz, P.C. on

Those of us who follow the Delaware Chancery Court’s output are regularly treated to lengthy, detailed, finely crafted opinions sometimes in excess of 100 pages. Opinions of that length from our New York state court judges...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Reiterates Broad Scope of ERISA Preemption and Difficulty of Pleading Breach of Fiduciary Duty and Conversion...

Patterson Belknap Webb & Tyler LLP on

The Commercial Division’s decision in Rockmore v. Plastic Surgery Associates, LLP demonstrates the broad scope of ERISA preemption and the difficulty of pleading breach of fiduciary duty and conversion claims alongside breach...more

Farrell Fritz, P.C.

Disguised Agreements and Dissolution

Farrell Fritz, P.C. on

Appearances can be deceiving. - That, essentially, was the argument made in two recently decided cases involving claims for judicial dissolution. ...more

Farrell Fritz, P.C.

Joint Venture Agreements: For Better or For Worse; In Profit or In Loss

Farrell Fritz, P.C. on

Just like a bride and groom vow to join together for better or for worse, commercial parties joining together through a joint venture must make a similar promise to share in profits and losses. ...more

Patton Sullivan Brodehl LLP

LLC Operating Agreements Can Reduce Fiduciary Duties

Patton Sullivan Brodehl LLP on

LLC managers owe fiduciary duties both to the LLC and to the LLC’s members, similar to the duties owed by a partner to other partners in a partnership.  (Corp Code §17704.09.)  These include the duty of loyalty, care, and...more

Gray Reed

Villareal v. Saenz: Fiduciary Duties Will Go On

Gray Reed on

In Villareal v. Saenz, a district court magistrate judge for the Western District of Texas, San Antonio Division, has recognized that members exiting a limited liability company may continue to hold fiduciary duties despite...more

Farrell Fritz, P.C.

The Money’s There But Out of Reach for the Minority LLC Member

Farrell Fritz, P.C. on

Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more

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