Resolving LLC Member Disputes in Connecticut, Massachusetts, Pennsylvania, Wisconsin, and Other States that Enacted the Prototype LLC Act

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Ten states have modeled their LLC statute on the Prototype Limited Liability Company Act. The Prototype Act includes unique provisions governing how LLC member disputes should be settled (intending to eliminate the need for derivative suits). This article explains the procedures, discusses interpretations of the statutory sections, and pays substantial attention to the problems that have arisen in states where courts have applied these Prototype Act provisions. By analyzing the existing Prototype Act provisions, the article provides guidance to lawyers litigating LLC member disputes, and recommends how states can improve their existing statutes by adopting provisions of the revised Prototype Limited Liability Company Act.