Deadlock-Breaking Mechanisms in LLCs: Avoiding Litigation and Dissolution When Members and Managers Fail to Agree
Drafting Buy-Sell Provisions, External or Internal Tie-Breakers, Put or Call Options, Provisions for Partition or Sale
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will provide corporate counsel with a framework for adopting deadlock-breaking mechanisms in limited liability company (LLC) operating agreements and potential state law consequences when no such arrangements are in place. The panel will also discuss arbitration and mediation provisions as alternatives to litigation or judicial dissolution.
Outline
- When deadlocks arise in LLC decisionmaking
- Provisions designed to resolve deadlocks
- Buy-sell
- External or internal "tie-breakers"
- Put or call options
- Partition or sale of the company or its assets (and when that is appropriate)
- Provisions requiring alternative dispute resolution
- Mediation
- Arbitration
- The goal: avoiding litigation or judicial dissolution
Benefits
The panel will review these and other high priority issues:
- What are the typical triggers of a deadlock between members or managers?
- What are the key provisions that should be included in the LLC's operating agreement to resolve the deadlock?
- When is a partition or sale appropriate to resolve a deadlock?
- What are the advantages and disadvantages of arbitration and mediation, and what should the LLC provide?
Faculty
Louis T.M. Conti
Partner
Holland & Knight
Mr. Conti's practice includes serving as outside counsel to businesses of all sizes, mergers and acquisitions, cash... | Read More
Mr. Conti's practice includes serving as outside counsel to businesses of all sizes, mergers and acquisitions, cash flow and asset-based financings, leveraged buy-outs, mezzanine and subordinated debt transactions, public and private equity placements, venture capital and private equity investments, company governance advice, sophisticated and complex cross-border transactions, and joint ventures and strategic alliances. He has served as a special master and arbitrator in LLC disputes, and as an expert witness in connection with Florida corporate and LLC law in cases around the state. He is the co-author of "Deadlock-Breaking Mechanisms in LLCs—Flipping a Coin Is Not Good Enough, but Is Better Than Dissolution" published in Business Law Today.
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Peter A. Mahler
Partner
Farrell Fritz
Mr. Mahler’s litigation practice concentrates on corporate dissolution proceedings, contested stock valuations,... | Read More
Mr. Mahler’s litigation practice concentrates on corporate dissolution proceedings, contested stock valuations, derivative actions and other disputes among co-owners of closely held business entities, including limited liability companies, partnerships and business corporations. He is a recognized authority and frequent lecturer on “business divorce,” about which he has written hundreds of articles on his widely followed blog, New York Business Divorce. He provides pre-litigation counseling to business owners involved in emerging disputes with business partners and, when litigation results, he represents clients through all phases of trial, appellate, mediation and arbitration proceedings.
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