A choice of laws provision selecting a state other than the state of formation can be a trap.
The internal affairs doctrine is a choice of law rule under which a court will apply the law of the state of the LLC’s formation rather than the law of the jurisdiction where suit is brought to governance disputes and other internal conflicts concerning rights and duties among the LLC, its members and managers. An LLC trap that merits your consideration is not providing an alternative dispute resolution procedure in the operating agreement for the resolution of a member or manager dispute or management deadlock. To avoid disputes between members or with managers, it is necessary to provide specific provisions in the operating agreement to resolve, limit or eliminate future disputes as well as revoke any disputes through the alternative dispute resolution requirement in the operating agreement. This video reviews these provisions as well as standards of conduct for members and manager and specific provisions for securities compliance.
Jeffrey M. Grieff
Miller Nash Graham & Dunn LLP
- Shareholder in Jeffrey M. Grieff, P.S., and Counsel to the law firm Miller Nash Graham & Dunn LLP in Seattle, Washington
- Practice is focused on representing individuals, professionals, closely held companies, nonprofit entities in formation, governance, compliance and general business matters
- Specifically, he advises clients on entity formation of corporations (“S” & “C” types) professional service corporations, limited liability companies, professional limited liability companies, general partnerships, limited liability partnerships, nonprofit corporations and nonprofit limited liability companies, the Application for Recognition of Exemption (Forms 1023 and 1024), and IRC Section 501(c) Exempt Organizations compliance
- Also works closely with clients on operating and governance issues including state and federal compliance with rules, administrative codes, regulation and interpretation issues
- Has extensive experience and expertise representing medical and legal professionals, and frequently counsels clients on specific issues that occur in professional organizations
- Volunteers with the Washington State Bar Association’s Law Office Management Assistance Program (LOMAP), counseling lawyers on selecting and forming the proper entity for lawyers and law firms, as well as explaining the tax ramifications of the entity choice
- Member of the Washington State Bar Association (Business Law Section and Real Property, Probate and Trust Section) and the American Bar Association (Business Law Section and Real Property, Trust and Estate Law Section); also a member of the Society of Trust and Estate Practitioners
- Has been a presenter in numerous programs for lawyers and CPAs
- J.D. degree, University of Puget Sound; B.A. degree in business, University of Washington
- Detailed biographical information can be viewed at www.millernash.com
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