§ 14-11-804. Discontinuance or Settlement
Except as otherwise provided by the articles of organization or written operating agreement, a derivative action may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the limited liability company’s members, the court shall direct that notice be given […]
§ 14-11-1007. Membership Interest Restrictions
The limited liability company may restrict the transfer of uncertificated membership interests from the date the demand for their payment is received until the proposed limited liability company action is taken or the restrictions are released under Code Section 14-11-1009. The person for whom dissenters’ rights are asserted as to uncertificated membership interests retains all […]
§ 14-11-805. Dismissal
The court may dismiss a derivative proceeding if, on motion by the limited liability company, the court finds that one of the groups specified in subsection (b) of this Code section has made a determination in good faith after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative […]
§ 14-11-1008. Offer of Payment
Except as provided in Code Section 14-11-1010, within ten days of the later of the date the proposed limited liability company action is taken or receipt of a payment demand, the limited liability company shall offer to pay each dissenter who complied with Code Section 14-11-1006 the amount the limited liability company estimates to be […]
§ 14-11-806. Expenses
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees, and shall direct him or her to remit to the […]
§ 14-11-1009. Failure to Take Action
If the limited liability company does not take the proposed action within 60 days after the date set for demanding payment and depositing membership interest certificates, the limited liability company shall return the deposited certificates and release the transfer restrictions imposed on uncertificated membership interests. If, after returning deposited certificates and releasing transfer restrictions, the […]
§ 14-11-807. Applicability to Foreign Limited Liability Companies
In any derivative action in the right of a foreign limited liability company, the matters covered by this article shall be governed by the laws of the jurisdiction of organization of the foreign limited liability company except for Code Sections 14-11-803 and 14-11-804 and paragraph (b) of Code Section 14-11-806. History. Code 1981, § 14-11-807 […]
§ 14-11-901. Merger
Pursuant to a written agreement, which, unless otherwise provided therein, will constitute the plan of merger required by Code Section 14-11-902 if it contains the provisions required by that Code section, a limited liability company may merge with or into one or more business entities with such limited liability company or other business entity as […]
§ 14-11-902. Plan of Merger
Each constituent business entity shall adopt a written plan of merger, which shall be approved in accordance with Code Section 14-11-903. The plan of merger must set forth: The name of each limited liability company and each other business entity that is a constituent entity planning to merge and the name of the surviving business […]
§ 14-11-903. Approval of Merger
A limited liability company party to a proposed merger shall have the plan of merger authorized and approved by the unanimous consent of the members, unless the articles of organization or a written operating agreement of such limited liability company provides otherwise. A corporation or limited partnership party to a proposed merger shall have the […]