Talk about playing your cards wrong. A partner with a 3.08% interest worth $4.85 million in a partnership that owns a major shopping mall likely will walk away with only a few hundred thousand dollars after a court decision finding that he wrongfully dissolved the partnership and deducting from the…
The three majority members of a five-member limited liability company decide that they want to take a major action, such as selling the assets of the business or buying another business. They present the decision to the minority and proceed over their objections (We’ll assume for the moment that the…
New Jersey Limited Liability Company Attorneys Imagine that the limited liability company you and your partners started five years ago is involved in a nasty corporate governance lawsuit. Perhaps one of the partners needs to be expelled, or maybe one of the owners is involved in a competing business. Imagine…
Statutory Fiduciary Duties May Be Limited or Eliminated – Sometimes A Series on New Jersey’s Adoption of the Revised Uniform Limited Liability Company Act The revised limited liability company law that takes effect in March 2013 creates a new statutory structure of fiduciary duties for LLC members and managers. …
Law Specifies Fiduciary Duties for Members and Managers of New Jersey LLCs A Series on New Jersey’s Adoption of the Revised Uniform Limited Liability Company Act The fiduciary duties imposed on a member or manager of a New Jersey LLC are at present elusively and poorly defined in the statute. …
Court Rejects as Unnecessary Statutory Interpretation Finding Fiduciary Duties in LLC Act One of the burning issues in limited liability company law is the existence and scope of the fiduciary duties that are the core of the business relationship between the owners and managers of the business. Our discussion of a…
Employee Held Liable for Actively Competing With Current Employer The success of businesses in specialized fields often depends on the employees’ ability to deliver consistent-quality service and implement specialized techniques and processes. Business owners in these fields know that the costs of investment in employee training and development can be…
Partnership Failed to Keep Inactive Partner Informed The fiduciary duties owed among partners can change with time and circumstances, and the disclosures that were appropriate when all of the partners worked together in the business may become inadequate when one of the partners has ceased to take an active role. This is the…
Promoters of LLC Subject to Breach of Fiduciary Duty Claims Limited liability companies are clearly the vehicle of choice for new, closely held businesses. That means that more often than not the principals have some existing relationship before they take up their new business together. Can that prior relationship create…
Partnership Interest Secretly Transferred to Family Member Does a partner have an obligation — separate and apart from the terms of a partnership agreement — to disclose the fact that one of the partners has transferred their interest to another member of the partnership? The question seems to answer itself. …