101 South Hanley, Suite 1280 Clayton, MO 63105
314.283.8930; henry@elsterlaw.com

LLC Manager Removal

Unlike with corporations, partnerships and other business entities, there are few statutory provisions addressing the procedures for removing a manager of a limited liability company in Missouri. If a LLC is manager-managed, then management is vested in the manager(s), who has the right and authority to manage the affairs of the LLC and make decisions […]

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Nonprofit Corporation Derivative Actions

A corporate derivative action is one in which a shareholder or member sues on behalf of the corporation and against a director — usually for mismanagement, breach of fiduciary duty and/or some other malfeasance. The reasoning is that the injury is to the corporation and that the corporation, not its members/shareholders, must bring the suit […]

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Business Judgment Rule

In Missouri, the “Business Judgment Rule” is a legal principle which protects directors and officers of a corporation from liability for decisions made within the director’s or officer’s authority that are made in good faith and uninfluenced by any other consideration than the honest belief that the action serves the best interests of the corporation. Betty […]

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Limited Liability Company (LLC) Derivative Lawsuits

Similar to corporations, owners (i.e., members) in limited liability companies (LLC) in Missouri can initiate derivative actions on behalf of the LLC to recover money/assets. This is expressly authorized under Section 347.171, RSMo. A number of requirements must be present: (1) the plaintiff-member cannot have the authority under the LLC’s operating agreement to cause the […]

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LLC Litigation, Involuntary Dissolution

Although corporations and limited liability companies (“LLC”) have many similar legal characteristics, they do have some dissimilarities when it comes to litigation. Both corporations and LLCs may be involuntarily dissolved by the Missouri attorney general or shareholders or LLC members. There is a clear difference , however, in when a shareholder may move to dissolve a corporation […]

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Fiduciary Duties in Limited Liability Companies (LLC)

Limited liability companies are a hybrid between a corporation and partnership. Hibbs v. Berger, 430 S.W.3d 296, 313 (Mo. Ct. App. 2014). They are creatures of statute. Those individuals or entities that hold an ownership interest in a limited liability company are designated as “members.” “Managers,” on the other hand, are those individuals who may or […]

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Member/Manager Fiduciary Duties in a Limited Liability Company (LLC)

A member and/or manager of a LLC is obligated by law to operate the LLC with  the care a corporate officer of like position would exercise under similar circumstances, in the manner a reasonable person would believe to be in the best interest of the LLC. See Mo. Rev. Stat. 347.088.1. Further, a member and/or manager may […]

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