Below you'll find a list of all posts that have been categorized as “Blog”
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 …
The question of whether managers and/or members of an LLC owe fiduciary duties to the LLC and/or other members of the LLC varies greatly from state to state. Unlike Colorado’s LLC Act, Arizona’s LLC Act does not expressly impose any fiduciary duties on a manager. Therefore, in the recent consolidated case of Sky Harbor Hotel Props. v. Patel Props.; Morris Anderson …
DENVER, CO. – May 7, 2019 – Colorado Supreme Court Holds Economic Loss Rule Does Not Bar Civil Theft In a much-anticipated ruling, the Colorado Supreme Court yesterday settled a split among divisions of the Colorado Court of Appeals over whether the economic loss rule bars a claim for civil theft where taking the property was also a breach of …
DENVER, CO. – May 1, 2019 – Is Delaware changing the way it looks at Rule 12(b)(6) challenges in business cases? Recently, the Delaware Supreme Court has indicated a departure from years of Rule 12(b)(6) jurisprudence. Delaware Supreme Court Rule 8 prohibits parties from raising issues on appeal that were not “fairly presented to the trial court.”[1] In the context …
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 …
By E. Job Seese The previous two installments in this series addressed the pitfalls of conducting business communications via text messaging and outlined some practical measures that both individuals and companies can take in navigating the iWorld minefield. This third and final installment discusses the still-nebulous, but rapidly-evolving, area that text messages currently occupy in the civil discovery landscape. And …
By E. Job Seese The first post in this series discussed the pitfalls—and advantages—of conducting important business communications via text messaging. This second installment addresses some of the practical measures that individual businesspeople as well as companies can take in navigating the iWorld minefield. NSFW The increasing use of text messages in conducting business affairs suggests that many have …
