Below you'll find a list of all posts that have been categorized as “Business Disputes/Partnership Dissolution”
By Daniel W. Glasser on January 16, 2024. Introduction It is no secret that Bankruptcy can turn everything we know about the law on its head. And when that happens in the realm of limited liability company (“LLC”) governance, investors, bankers and lawyers should pay attention. Free markets depend on predictability. Indeed, Delaware is often favored as a venue for …
By Jennifer M. Osgood, Esq. on May 06, 2022. Traditionally, courts tasked with resolving irreconcilable differences between owners of a Limited Liability Company (“LLC”) had one primary tool available: judicial dissolution. Changes to the LLC laws in several states, however, have opened an alternative: the compulsory buyout. For drafters of LLC operating agreements and members of LLCs, it is important …
By Daniel W. Glasser on March 24, 2022. For litigators involved in limited liability company disputes, some legal issues are perennial. Chief among them is the question of whether members and managers owe fiduciary duties either to each other or to the company. But there are secondary issues that frequently bloom around this primary question. For example, if a party owed …
By Jennifer Osgood and Daniel W. Glasser on January 12, 2021. Let’s say that you and a family member or close friend decide to start a business. You take the necessary steps to form the company. You sit down with your partner to discuss how the company will operate, and you even go to the trouble of hiring a …
By Daniel Glasser and James Kin The forced termination of any business relationship is painful. But the expulsion of a member from a limited liability company (an “LLC”) can raise additional challenges—especially where the rules of engagement are either poorly defined or undeveloped. For example, a recent decision by the Delaware Court of Chancery may leave members personally liable for …
Chipman Glasser, LLC represented the founder and president of a high-tech bio-pharmaceutical company who was abruptly discharged after he brought to the company’s attention several questionable business practices. On the client’s behalf, the firm asserted claims of wrongful termination under the state whistleblowing law and brought a derivative action on behalf of the company. The case settled on terms favorable …
Chipman Glasser partner, Reid Allred, will be giving a presentation for the Colorado Microbusiness Alliance on two nights next week—September 8, 2015 in Parker, Colorado and September 9, 2015 at Westminster, Colorado. Mr. Allred will be speaking about how business owners can effectively structure their businesses to avoid personal liability and minimize taxes. The presentation will include real-life experiences to …
By Reid J. Allred and Maral Shoaei The Colorado Supreme Court, in a recent opinion, LaFond v. Sweeney, addressed the duties of a manager or member of a limited liability company (“LLC”) under Colorado law upon dissolution and winding up of an LLC. At first glance, LaFond appears to provide some needed clarity to the common-law fiduciary duties owed by …
The law governing limited liability companies (“LLCs”) and their members is relatively undeveloped, and it continues to evolve. One important question, for example, is whether the members of an LLC owe fiduciary duties to each other. In a previous blog post, we explored the existing case law on this subject from the corporate and partnership context. And that post concluded that …
The limited liability company (LLC) enabling statutes in some states expressly set forth affirmative duties that LLC members owe to one another.[1] Other state LLC enabling statutes expressly negate such duties.[2] The Colorado Limited Liability Company Act[3] is silent as to whether LLC members owe a fiduciary duty to one another. No published Colorado opinion has yet addressed this issue. When …
