Ryan W Mcnagny

March 08, 2019 | New York Law Journal

In New York in particular, minority members of limited liability companies run the risk of being involuntarily cashed out of the company in a “freeze-out” merger or “midnight merger,” wherein a merger takes place in secrecy—proverbially overnight—without prior notice to the minority members.

By Adam S. Katz and Ryan W. McNagny

8 minute read

November 09, 2018 | New York Law Journal

In a recent decision, the Delaware Court of Chancery reaffirmed the policy of Delaware and many other states, including New York, of enforcing broad contractual waivers of fiduciary duties and demonstrated the importance of carefully negotiating contractual rights and obligations when forming or investing in a limited liability company.

By Laura A. Colca and Ryan W. McNagny

8 minute read