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.
- 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
Bean Kinney & Korman
Ms. Kelley focuses her practice on corporate and transactional law and government contracts. Her client base... | Read More
Ms. Kelley focuses her practice on corporate and transactional law and government contracts. Her client base encompasses local business, nonprofits and Fortune 500 companies. Having focused on corporate law throughout her career, Ms. Kelley has gained extensive experience in a variety of corporate and government contract matters, including business formations and entity selection, joint ventures, M&As, owner exits, ownership disputes, shareholder and LLC operating agreements, and regulatory and compliance matters. She also serves as an expert witness in corporate organizational matters and presents regularly on corporate matters.Close
Jennifer O. Schiffer
Bean Kinney & Korman
Ms. Schiffer is a shareholder of Bean, Kinney & Korman. She represents various businesses and their owners in... | Read More
Ms. Schiffer is a shareholder of Bean, Kinney & Korman. She 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, commercial real estate and leasing transactions. Ms. Schiffer is also well-versed in business succession planning, estate planning and estate administration.Close