The controlling shareholders of a corporation owe fiduciary duties to the minority shareholders by virtue of their ability to control the affairs of the company. Even when a merger complies with statutory requirements, where it benefits the controlling shareholders and does not have an apparent business purpose, it must also…
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…
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. …
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 veto. In short, the minority rules…