Deadlock-Breaking Mechanisms in Real Estate LLCs: Avoiding Litigation When Members and Managers Fail to Agree
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will provide real estate counsel with a framework for adopting deadlock-breaking mechanisms in LLC operating agreements and potential state law consequences when no such mechanisms are in place. The program will also discuss arbitration and mediation provisions as alternatives to litigation or judicial dissolution.
Outline
- When deadlocks arise in LLC decision making
- Provisions designed to resolve deadlocks
- Buy-sell
- External or internal "tie-breakers"
- "Rotating/alternating" or "casting" voting procedures
- Put or call options
- Partition or sale (is it a viable option with commercial property?)
- Provisions requiring alternative dispute resolution
- Mediation
- Arbitration
- Special issues with commercial real estate: managing and leasing the asset, avoiding mortgage loan defaults
Benefits
The panel will review these and other key 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 a 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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Jennifer O. Schiffer
Shareholder
Bean Kinney & Korman
Ms. Schiffer represents various businesses and their owners in matters relating to business counseling and entity... | Read More
Ms. Schiffer represents various businesses and their owners in matters relating to business counseling and entity formation, purchase and sale of company stock or assets, business contracts, shareholder or membership agreements, disclosure agreements, commercial real estate, commercial property, and leasing transactions. She is also well-versed in business succession planning, estate planning, and estate administration. Ms. Schiffer’s clients range from individuals to a wide array of business entities, including restaurants, medical practices, retailers, builders, limited liability companies, and professional service providers, such as accountants and financial planners.
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