Deadlock-Breaking Mechanisms in Real Estate LLCs: Avoiding Litigation When Members and Managers Fail to Agree
Buy-Sell Provisions, External and Internal Tie-Breakers, Put and Call Options, Partition or Sale Provisions, and More
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar 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.
- When deadlocks arise in LLC decisionmaking
- Provisions designed to resolve deadlocks
- 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
- Special issues with commercial real estate—managing and leasing the asset, avoiding mortgage loan defaults
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 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?
Kathleen A. Kelley
Ms. Kelley practices general corporate and LLC law with a particular emphasis on formations, equity plans, mergers... | Read More
Ms. Kelley practices general corporate and LLC law with a particular emphasis on formations, equity plans, mergers & acquisitions, joint ventures, and owner exits. She also advises clients in a wide variety of transactional matters including fiduciary duty issues, government-wide small business contracting programs, LLC management, general contract matters, securities laws and other relevant business laws. She represents clients in ownership dispute matters, both prior to a dispute and following a dispute, in negotiating an owner’s exit.Close
Pantea F. Stevenson
Ms. Stevenson focuses her practice on corporate transactions, corporate law and intellectual property transactions. She... | Read More
Ms. Stevenson focuses her practice on corporate transactions, corporate law and intellectual property transactions. She has successfully assisted entities from startups and non-profit organizations to mid-market and Fortune 500 companies. She has extensive experience in mergers and acquisitions, corporate governance, commercial contracts, joint ventures, venture capital financing, executive employment agreements, private equity agreements, risk management and dispute resolution. In addition, she is well versed in intellectual property transactions, internet law and patent, copyright, trademark, software and data licensing.Close
Craig Long, Esq.
Mr. Long focuses his practice on real estate law, corporate law and civil litigation. His real estate transactional... | Read More
Mr. Long focuses his practice on real estate law, corporate law and civil litigation. His real estate transactional practice involves representing institutions, investors, creditors, property owners and consumers in commercial closings and transactions, and in his corporate practice, he represents entities from formation, to operations, to exits through M&A or dissolution, including, corporations, LLCs, partnerships, and mergers and acquisitions.Close