North Carolina Lawyers Weekly

The operating agreement of the plaintiff-limited liability company deals with membership withdrawal. It reads, in its entirety, “Buy/Sell. Involuntary withdrawal with cause only.” Plaintiffs admit, and the undisputed evidence shows, that there was no meeting of the minds as to ...

The plaintiff-limited liability company’s operating agreement confers a broad, mandatory right to the advancement of legal fees and expenses to the LLC’s managers, including defendant Moody, when the manager is sued “by reason of the fact” that he was an ...

  When defendants asked that non-party Stephen Haspeslagh be named as the plaintiff-corporation’s records custodian, plaintiff asserted that Haspeslagh had no role with plaintiff but was instead the agent of plaintiff’s sole shareholder. When defendants then sought to discover communications ...

Petitioner, a for-profit corporation, brought this action seeking a declaration that its memorandum of understanding (MOU) with its parent, a non-profit corporation, is a valid and enforceable contract. Petitioner’s purpose in seeking this declaration was to preserve its status as ...

In the merger of plaintiff Reynolds American and British American Tobacco, an imperfect, but nonetheless robust, deal process conducted by independent and sophisticated directors and financial advisors with deep and impeccable knowledge of plaintiff’s business and growth prospects considered all ...

The plaintiff-minority member of a limited liability company made its pre-suit demand on the defendant-majority member on the same day that plaintiff filed this action, thereby failing to comply with the 90-day waiting period required by G.S. § 57D-8-01(a)(2). However, ...

Where a long-term employee agreed to stay on and turned down a job offer from a different employer because defendants made him a shareholder in the defendant-corporation, this minority shareholder’s allegation that defendants subsequently terminated his employment could support a ...

An LLC member’s bare allegation that she made undefined written demands of the LLC is insufficient to allow her to bring derivative claims on behalf of the LLC. The court grants defendants’ motion to dismiss plaintiff’s derivative claims. The court ...

To the extent the nominal defendant LLC purports to have retained plaintiff’s counsel on its own behalf, the court has appointed a receiver who has the authority to take those steps necessary to continue or discontinue such representation. Defendants’ motion ...

In entering the consent order allowing petitioners to inspect the respondent-corporation’s records, the court did not make findings of fact or conclusions of law and did not decide whether petitioners had the right to inspect the demanded records in their ...