Also known as:manager-managed LLC · manager managed LLC · manager managed LLCs · manager-managed limited liability company · manager-managed limited liability companies
Written by attorneys — see sources below.
A limited liability company whose management and conduct of activities are vested in one or more managers rather than in the members collectively.
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Uniform Acts
How its tested
Common Examples
2
Demand on Managers for Derivative Suit
Malcolm McKinley, a member of Mirage Hotels LLC, learns that the manager approved a self-dealing contract. Malcolm makes a demand on the manager to have the company sue, but the manager takes no action within a reasonable time. Malcolm may then maintain a derivative action on behalf of the LLC.
Special Litigation Committee Appointment
In a manager-managed LLC facing a derivative suit against its managers, the disinterested managers appoint a special litigation committee to investigate the claims.
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Test Yourself
10
Practice Questions5
LNYC Loft, LLC v. Hudson Opportunity Fund I, LLC154 A.D.3d 109 (N.Y. App. Div. 2017)
Who must receive a demand before a member can bring a derivative action in a manager-managed LLC?
The member must first make a demand on the managers requesting that they cause the company to bring the action, and the managers must fail to act within a reasonable time, unless the demand would be futile.
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