Holding a family business together gets more difficult as time passes, as this recent opinion from the Appellate Division demonstrates. A rift between the family members still working for, and in control of H. Schultz & Sons, resulted in the minority members who stopped receiving dividends while the company was…
Most of the cases that we handle – like any other litigation – get settled before trial. One of the incentives to settle is that invariably the departing owner will agree to some sort of restrictive covenant against competing against his former company. The case that goes to trial, or…
Removal of LLC Member May Be ‘Prospective’ Conduct In what is probably the most significant appellate decision involving New Jersey limited liability companies in a decade, the Appellate Division held that wrongful conduct is not required to expel a member from the LLC, nor is the member entitled to…
Landmark Decision Will Make Removal of Members Eaiser Many limited liability company litigators have presumed that to expel a member from a New Jersey limited liability company you must establish wrongful conduct such as dishonesty or involement in a a competing business. And moreover, if the case is successful, the…
Revised Uniform Limited Liability Company Act Changes Legal Landscape The effective date of New Jersey’s Revised Uniform Limited Liability Company Act is approaching. The law will be effective on March 18, 2013 for newly formed LLCs and will be applied to all LLCs effective March 1, 2014. There is…
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…
Purchaser Alleges Mortgage Was Not Approved by All LLC Members A mortgage given by a New Jersey limited liability company to one of its members can be challenged by the purchaser in a court-approved sale of the business, the Appellate Division holds, reversing the trial court. This case arises out…