Business Law

Ask a Business Lawyer. Get Business Law Questions Answered ASAP.

Ask a Lawyer,
Get an Answer ASAP!

Business Law

I am a member of an LLC with 13% ownership. The LLC recently

Customer Question
launched an ETF on the...
I am a member of an LLC with 13% ownership. The LLC recently launched an ETF on the NYSE. The CEO of the LLC sent a "firewall letter" with the SEC that allows certain people to see fund rebalancing and the stocks in the portfolio before it is public. Also note I own the IP on the index that is calculated and rebalanced by WIlwhire and the ETF tracks my index. I am considered an insider as a beneficial member of the LLC with 13% though the CEO of the LLC says I am not entitled to see the rebalanced portfolio before iit is public. Is that true? I am an insider by definition anyway and I own the index? Thanks
JA: Can you tell me what state the LLC is registered in?
Customer: Yes, thanks. Delaware
JA: Has anything been filed or reported?
Customer: The LLC that launched the ETF is current with all filings and the ETF has been live for the past few months. It is now time for the annual rebalancing of my index, and hence the message came out to exclude me from info and the portfolio. There is a hostile situation going on between me and the CEO of the ETF company that I created and was squeezed out of. A separate matter. And I believe he is acting out of spite with false conjecture
JA: Anything else you want the lawyer to know before I connect you?
Customer: That should sum it up
Submitted: 3 months ago.Category: Business Law
Show More
Show Less
Ask Your Own Business Law Question
Answered in 25 minutes by:
7/31/2017
Business Lawyer: Legal Eagle, Lawyer replied 3 months ago
Legal Eagle
Legal Eagle, Lawyer
Category: Business Law
Satisfied Customers: 5,984
Experience: Licensed to practice before state and federal court
Verified

Hello! I am a licensed attorney, admitted to practice in state and federal court. I have a nearly 100% satisfaction rating so all that means is that you can count on me to help today. Do you mind if I take a moment to review your question?

Please keep in mind that our conversation does not include an attorney-client relationship and this is for general information purposes only. Additionally, Most people believe a phone call is the easiest and most efficient way to handle problems. Accordingly, you will receive an automatic phone call request. If you would like a phone call, please click “Accept” when prompted.

Ask Your Own Business Law Question
Business Lawyer: Legal Eagle, Lawyer replied 3 months ago

I'm sorry to hear about your situation. It appears to me as if they may be violating their fiduciary duties to you. As you know, partners in a business have a financial duty to one another including the duty of loyalty in the duty of good faith and fair dealing, but that can be adjusted depending on the kind of stock. For example, those with preferred stock may be entitled to some Insider information as opposed to bill is that may have some common stock. If that is the case, then you may not be entitled that information. You may want to check your operating agreement to find out for sure. On the other hand, if it's not listed in the operating agreement Who has common stock and who has preferred stock and whether the stock type entitles you to some information, then they are not acting in accordance with their fiduciary duties. You may want to consider just writing a formal demand letter. There’s a site that I’ve used in the past where you can find a good template for a demand letter (click here). It only costs $10 and it is way cheaper than litigation.

Follow up questions are free, so please feel free to ask away. You can also click here in the future to request me individually. If you don’t have any additional questions, were you satisfied with my service today?

Ask Your Own Business Law Question
Customer reply replied 3 months ago
Not sure if you understood this is an LLC where members don't have shares they have a percentage of the total membership. Sorry but your response was not at all helpful.
Business Lawyer: Legal Eagle, Lawyer replied 3 months ago

I'm sorry to hear that. Based on what you provided, it wasn't clear if the company had shares or not. Because I don't have the operating agreement I wouldn't know how the company is divided. regardless, as I had mentioned before, if there are no shares than your partners have a fiduciary duty to share this information with you. In fact, because there are no listed shares in there are no stocks with specific designations, then you would have a better case. Did you have any other questions for me?

Ask Your Own Business Law Question
Business Lawyer: Legal Eagle, Lawyer replied 3 months ago

Hello, it’s been awhile since we connected so I wanted to check in with you to see if you had any further questions or if there is anything else I can assist you with today. Please reply here and let me know. Thank you.

Ask Your Own Business Law Question
Ask Legal Eagle Your Own Question
Legal Eagle
Legal Eagle
Legal Eagle, Lawyer
Category: Business Law
Satisfied Customers: 5,984
5,984 Satisfied Customers
Experience: Licensed to practice before state and federal court

Legal Eagle is online now

A new question is answered every 9 seconds

How JustAnswer works:

  • Ask an ExpertExperts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional AnswerVia email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • 100% Satisfaction GuaranteeRate the answer you receive.

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises!

Gary B.Edmond, OK

My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer.

EricRedwood City, CA

I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight.

MichaelWichita, KS

PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent.

Three H.Houston, TX

Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!!

ElaineAtlanta, GA

It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem.

TonyApopka, FL

Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help.

Mary C.Freshfield, Liverpool, UK

< Previous | Next >

Meet the Experts:

Infolawyer

Infolawyer

Attorney

1,793 satisfied customers

Experienced lawyer

Dimitry K., Esq.

Dimitry K., Esq.

Attorney

1,611 satisfied customers

Run my own successful business/contract law practice.

MShore Law

MShore Law

Attorney

1,233 satisfied customers

Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements

RGMacEsq

RGMacEsq

Attorney

742 satisfied customers

Licensed Texas General Practice Attorney

Barrister

Barrister

Attorney

640 satisfied customers

17 years practicing attorney, JD, BA, MBA

Ely

Ely

Attorney

564 satisfied customers

Counselor at Law.

J.Hazelbaker

J.Hazelbaker

Attorney

393 satisfied customers

Experienced and trained in the area of business law.

< Previous | Next >

Related Business Law Questions
What's the "Best" way to set up my LLC business with this
What's the "Best" way to set up my LLC business with this scenario and pay myself along with one other employee/partner? -- Currently a sole proprietor with two businesses in very closely related fiel… read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,683 satisfied customers
I'd like to look into opening an business account for an LLC
Second opinion] I'd like to look into opening an business account for an LLC with a member that's currently incarcerated... and a personal account for the person that's incarcerated. My guess is a tru… read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,683 satisfied customers
This spring we set up a family business. We want to get LLC
This spring we set up a family business. We want to get LLC status but have many details to work through as far as owners, structure, etc. We need to collect sales tax for products and need a tax numb… read more
PaulmoJD
PaulmoJD
Attorney At Law
Doctoral Degree
106 satisfied customers
Business Law Question: We have an LLC set-up (Delaware) and
Business Law Question: We have an LLC set-up (Delaware) and are finally ready to pitch for investor funding... One of our main partners got into some financial troubles last year, and to put it bluntl… read more
LegalPro
LegalPro
Doctoral Degree
563 satisfied customers
I have an existing TX LLC, doing business in CA. This LLC
Hello. I have an existing TX LLC, doing business in CA. This LLC will generate income from all over the world. I am going to register the TX LLC as a foreign LLC doing business in CA. At the same time… read more
Roy Hadavi
Roy Hadavi
Attorney
Juris Doctorate
886 satisfied customers
Converting my llc business to a c corporation and looking
Converting my llc business to a c corporation and looking for a lawyer to sign the paperwork … read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,683 satisfied customers
My wife and I own a business (LLC) through which she rents a
My wife and I own a business (LLC) through which she rents a chair/booth from a place that specializes in renting out chairs to cosmetologists so that she can perform hair styling services. She is not… read more
Legal Eagle
Legal Eagle
Lawyer
5,984 satisfied customers
Is an LLC operating agreement between 4 members valid if
Is an LLC operating agreement between 4 members valid if only 3 members signed it ? … read more
Roy Hadavi
Roy Hadavi
Attorney
Juris Doctorate
886 satisfied customers
I have a business partner for an LLC in Florida. He is
Hello, I have a business partner for an LLC in Florida. He is withdrawing and says I have to buy him out. Is that correct, do I have to buy him out? … read more
Roy Hadavi
Roy Hadavi
Attorney
Juris Doctorate
886 satisfied customers
IS A "C" CORPORATION REQUIRED TO HAVE AN OPERATING AGREEMENT
IS A "C" CORPORATION REQUIRED TO HAVE AN OPERATING AGREEMENT WITH ITS SHAREHOLDERS OR OFFICERS?… read more
TaxAttorneytoHelp
TaxAttorneytoHelp
Owner
Doctoral Degree
2,542 satisfied customers
In 2006 we formed an LLC with 2 business partners, and
In 2006 we formed an LLC with 2 business partners, and bought a warehouse in Las Vegas I own 40%, partner 2 owns 50%, and partner 3 owns 10%. I live in FL, partner 2 is in TX, and partner 3 is in NC.T… read more
Infolawyer
Infolawyer
Attorney
Doctoral Degree
1,793 satisfied customers
I'm running my business as an llc registered in California.
I'm running my business as an llc registered in California. Looking to become incorporated in Delaware and dont want to change business names. I also want to have a fresh start on my accounting. Is th… read more
Roy Hadavi
Roy Hadavi
Attorney
Juris Doctorate
886 satisfied customers
Amending the Operating Agreement. We are replacing the sole
Amending the Operating Agreement. We are replacing the sole Manager in our LLC. The LLC has an Operating Agreement (OA) where the manager is indicated by name. Therefore we need to either amend the OA… read more
Michael Gonzalez
Michael Gonzalez
JD
519 satisfied customers
I am covered under an LLC operating agreement with a
I am covered under an LLC operating agreement with a noncompete clause. I have been told in an email (by the managing partner) that I am no longer a member due to a freeze-out merger but I have not se… read more
Ely
Ely
Attorney
Juris Doctor
564 satisfied customers
I started a business as an llc in 2012 and slowly closed it
I started a business as an llc in 2012 and slowly closed it but not dissolve . In the past few months my sister and I have been talking about starting it up again together as partners . What formation… read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,683 satisfied customers
I am a member of a LLC and the operating agreement says "Any
I am a member of a LLC and the operating agreement says "Any member may inspect any and all records maintained by the LLC". The company lawyer says "Section 1102 of the New York Limited Liability Comp… read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,683 satisfied customers
My LLC in does not have an Operating Agreement and 2 of the
My LLC in Virginia does not have an Operating Agreement and 2 of the members would like to voluntarily withdraw leaving myself and 1 other member with the LLC. Do we need an Operating agreement before… read more
LawGuy
LawGuy
Juris Doctor
123 satisfied customers
I am a member in a NY LLC. The operating agreement says I am
I am a member in a NY LLC. The operating agreement says I am responsible for "development of [certain] software" and that this is an unpaid position, with no specific obligation of time. I have suppor… read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,683 satisfied customers

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

Show MoreShow Less

Ask Your Question

x