It is pretty common to think that limited liability company members have similar rights as shareholders in a corporation.

But they don’t, (although in some respects the rights afforded to LLC members may be better).  The Business Court made that pretty clear last week in Fiske v. Kieffer, 2016 NCBC 22.

The Defendant held a minority (40%) interest in an LLC.  He asserted in a counterclaim that all the other members of the LLC members (the Plaintiffs) had acted together to breach their fiduciary duty to him.  The

Continue Reading Is It Better To Be A LLC Member In The Minority Than A Minority Corporate Shareholder?

A lawyer has limited remedies to collect on a judgment from a defendant who is unwilling to pay.  If the defendant holds stock in a corporation, you can execute on the shares, take possession of them, and sell them. N.C. Gen. Stat. §1-324.3.  But if that ownership interest is in an LLC, a "charging order" is your only recourse (per G.S. §57D-5-03(d)).

If you don’t know what a charging order is, it is a court order against an owner of an LLC interest which gives a

Continue Reading Collecting On Judgments Against A Member’s LLC Interest

The Fourth Circuit doesn’t get into matters of LLC law very often, but it did last week in Painter’s Mill Grille, LLC v. Brown. The LLC and its members were suing their landlord for discriminating against them on the basis of race.

The LLC was operating a restaurant which served an African-American clientele. The Plaintiffs said that the Defendants became hostile to them as a result and referred to their business in a racially disparaging way and interfered with their sale of the business.

One of the comments by

Continue Reading Fourth Circuit On LLC Law And Fried Chicken And Waffles

Today’s post is really a thank you to Judge Gale for delivering the Christmas gift I requested in last week’s post: a decision from the North Carolina Business Court on an open question of North Carolina’s corporate law to write about because I was tired of writing about Delaware law on this North Carolina blog.

The gift came in the decision in Blythe v. Bell, 2012 NCBC 60, decided Monday by the Business Court.  The Blythe opinion is the first decision under North Carolina’s Limited Liability Company Act construing

Continue Reading An Important Opinion On Assigning LLC Interests From The NC Business Court

It might seem self-evident that the Business Judgment Rule applies to decisions made by the managers of a limited liability company, but if you were looking for a North Carolina case to cite on that point before last week, you wouldn’t have found one.

But now, we have Mooring Capital Fund, LLC v. Comstock North Carolina, LLCa November 13, 2009 decision from the North Carolina Business Court. The case addresses not only the business judgment rule, but also two other significant aspects of litigation involving LLCs.

The Business

Continue Reading The Business Judgment Rule Applies To Actions By Managers Of North Carolina Limited Liability Companies

The Court partially granted an LLC member’s motion for an accounting, ordering the LLC to provide the member with periodic "(1) information regarding the status of the business and the financial condition of [the LLC] including a summary of all funds disbursed and spent and all revenue generated from 1 January 2009 to the present, and (2) a copy of [the LLC’s] federal, State, and local income tax returns as filed for each year the company has been in business."

Full OpinionContinue Reading Donovan v. Huffman, July 6, 2009 (Diaz)(unpublished)

Can you have a default entered against you if you aren’t a proper party to the lawsuit?  The answer is yes, at least on the unique facts before the Business Court in its opinion Friday in the derivative action Regional Property Development Corp. v. Carpenter.

Regional Property, a member of Lancaster Industrial Park, LLC, had filed a derivative action on behalf of the LLC against three other members of Lancaster, and also the lender to the LLC, Regions Bank. 

In a March 25th Order, the Business Court dismissed

Continue Reading Default Entered Against LLC Even Though Its Derivative Action Had Been Dismissed

Whether the departure of three partners from a law firm LLC was a withdrawal or a dissolution of the LLC was the issue in Mitchell, Brewer, Richardson, Adams, Burge & Boughman, PLLC v. Brewer, 2009 NCBC 10 (N.C. Super. Ct. March 26, 2009), decided today by the North Carolina Business Court.

The characterization of the nature of the Plaintiffs’ departure determined whether they were entitled to proceeds from contingent fee cases generated after their departure.

If a dissolution had occurred, Plaintiffs’ rights were governed by N.C. Gen. Stat.

Continue Reading Law Firm Breakups: Whether It’s A Withdrawal Or A Dissolution Can Make A Big Difference

This post is about three significant business decisions from courts in other jurisdictions.  They involve an issue of attorney-client privilege for limited liability companies, whether an LLC member can waive his statutory right to seek dissolution of an LLC, and board duties in a merger context.

First, if there’s litigation between a member-manager of an LLC and the LLC, does the LLC have an attorney-client privilege to assert against its own member-manager? This issue hasn’t arisen in any case before the North Carolina Business Court, but it undoubtedly will. 

A federal court in Nevada confronted

Continue Reading Some Meaty (But Not North Carolina) Court Decisions On Business Issues

There’s an old Jackson Browne album called "Lawyers in Love."  Lately, there have been a lot of cases involving lawyers out of love, and dissolving their firms.  One was decided by the Business Court on June 2nd, Walters & Zimmerman, PLLC v. Zimmerman.

Plaintiff, a lawyer in the dissolved law firm who was a manager of the Professional Limited Liability Company, brought claims on behalf of the PLLC and in her own name for breach of fiduciary duty and conversion.  She also asserted trade secrets claims and a claim for

Continue Reading No Unfair And Deceptive Practices Claim From Law Firm Dissolution, And More