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Tagged Posts: LLC agreement’

Contents of an LLC Agreement

November 7, 2016

We talked before about the fact that you want a well written LLC agreement, even if you have a single owner company. You want to make sure your LLC agreement has certain key things in it. You want to make sure that it’s protecting you.

What have we seen? We’ve seen cases where people have fought over the ownership of the LLC. We’ve seen times where liability has not been kept, and we’ve seen people build LLC agreements that don’t give them the flexibility they need to run the business.… Read the rest

Is My Company’s Lawyer Also My Lawyer? (Part II)

July 7, 2016

As the case progressed, Meissner and Yun, the two former business partners, entered the discovery phase.[1] Meissner sought the disclosure of some email threads between Yun and attorney Christopher Kelly. Yun claimed that they were protected by attorney-client privilege and refused to produce them.

As the court noted, for a party to assert this privilege, an attorney-client relationship must exist. And such a relationship exists when a party contacts the attorney in his or her capacity as an attorney for the purpose of obtaining legal advice or service.… Read the rest

Is My Company’s Lawyer Also My Lawyer? (Part I)

June 30, 2016

In our previous blog on Meissner v. Yun, a New York case decided under Delaware law, we discussed the importance of a written LLC agreement (sometimes also referred to as member/operating/company agreement, depending on the jurisdiction) that spells out each member’s rights and obligations with specificity in the context of a break-up between two business partners.[1] In that case, the business partners did not have a signed operating agreement, which led to a dispute surrounding capital contributions and ownership.… Read the rest

Business Divorces: What Happens When Partners Separate

January 26, 2016

A Delaware Case: Meissner v. Yun. In our previous blog series on business divorce (available here), we focused on the break-up between two or more business owners due to disagreement or other circumstances, leading to a deadlock, forced sale of the business, or total dissolution. Oftentimes, disputes arise either because there is no written agreement, or if there is, it is poorly drafted, inadequately addressing keys terms like ownership, buy-out, and dispute resolution mechanisms. As we emphasized over and over, the importance of advance planning and carefully thought-out “business prenup” should not be underestimated.… Read the rest

The Perils of Joint Representation (Part 3)

September 26, 2015

Addressing a Conflict of Interest in a Joint Representation.

If you and your business partner still insist on the services of one lawyer, you would be relieved to know that the existence of a conflict of interest does not necessarily preclude a lawyer from representing more than one client in the same transaction.  But it is something that needs to be addressed proactively in light of all the facts and circumstances.

First, the lawyer needs to determine whether a conflict of interest exists and, if so, whether it can be waived by the clients’ informed consent.  … Read the rest

The Perils of Joint Representation (Part 2)

September 22, 2015

Why Every Client Needs To Have His or Her Own Lawyer.

It may not be readily apparent to most non-lawyers (and even some lawyers), but in every case or matter where a lawyer represents more than one person, there is potential for a conflict of interest, meaning the representation of one client will be directly adverse to another client or there is a significant risk that the representation will be materially limited by the lawyer’s responsibilities to another client.[1]  In everyday terms, this often means that, if a lawyer is working for two clients on the same issue, what is good for one client could be bad for the other client.  … Read the rest

The Perils of Joint Representation (Part 1)

September 15, 2015

Are you getting the best advice?  Who is looking out for you and your best interest?  If you are involved in a multi-party business deal, the lawyer involved may or may not be looking out for you and your economic interest.  Read on to learn more.

In our previous blog series on business divorce (available here), we discussed some of the most common situations that lead to a business break-up, including divorce, disability, death, and disagreement, and what business owners can do to protect their businesses in the event of a business breakup.  … Read the rest

Comparison of LLC Statutes

August 10, 2015

Other Considerations

So, now that you have done your research, you decide to form your LLC in Delaware and file the required forms in Delaware.  Is that all you need to do?  It depends on where you actually conduct business.  Most, if not all, states require foreign LLCs (i.e., LLCs formed under the laws of another jurisdiction) to register or apply for authority to do business in that state, if the LLC does business there.  What constitutes “doing business” in a particular state is often debatable, but having a principal place of business or regularly engaging in transactions would most likely count as such, subjecting the entity to the state’s foreign LLC filings, fees, and taxes.… Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.