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
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
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
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.
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
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
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
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
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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
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