Partner Adam S. Katz and associate Ryan W. McNagny, both of the firm’s Corporate Law and Transactions Practice Group, discuss steps minority members of LLCs can take to bypass a secret merger. In “Steps Minority Members of LLCs Can Take to Avoid a Surreptitious Merger,” they discuss a “freeze-out merger” and options minority members have against majority members who independently approve a merger without notifying minority members.
“Although a merger agreement generally must be submitted to all members for a vote, unless otherwise provided in the company’s operating agreement, the law allows the holders of 51% or more of the company’s voting power to approve a merger by written consent without giving the minority members prior notice or an opportunity to vote on the merger.”
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Adam’s understanding of business law and its application to a broad range of industries is extensive. His clients have included banks and financial institutions, small business partners, hedge funds, multi-national corporations, condominium sponsors, limited liability companies, brokerage firms, medical companies, hotel franchisees, international freight shippers, and municipal bond brokerage firms; as well as prominent politicians, a national songwriters’ guild, a private security corporation, and a food manufacturer.
Ryan’s practice includes negotiating and drafting a range of corporate agreements, including formation and governance documents, asset sales and acquisitions, real estate contracts, and other corporate resolutions; advising clients on contract and lease disputes and preparing demand letters, cease-and-desist letters, and other corporate responses; and assisting with all stages of litigation.