"Steps Minority Members of LLCs Can Take to Avoid a Surreptitious Merger," Crain's New York Business
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"Steps Minority Members of LLCs Can Take to Avoid a Surreptitious Merger," Crain's New York Business

July 11, 2019

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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More about Goldberg Segalla’s Adam S. Katz and Ryan W. McNagny:

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.