Legal Question in Business Law in Connecticut
Can I claim conflict of interest if a personal attorney for my co-member intends to preside over a LLC dissolution meeting in the interest of the company?
On a similar note, can my co-member partner claim that attorney's fees as part of the company's debt? The point of the meeting will be to pay off creditors and distribute remaining assets.
1 Answer from Attorneys
You did not specify whether you are a managing member, whether the attorney has been acting as the attorney for the company in the past, what is your relative membership interest and what is the membership interest of your co-member and whether the operating agreement touches upon this issue. All those would be material to answer the question whether the attorney might have a conflict of interest.
Since you are concerned about the impartiality of the process, you could propose that a new impartial attorney be appointed to oversee the dissolution process.
In the alternative, you can propose to have your own attorney present to make sure that the distribution of funds is done equitably and in accordance with the operating agreement and state law. You can suggest that your co-member pay for his/her attorney and you pay for yours.
It is not uncommon to have several attorneys present at such proceedings and would be a reasonable request that each of the members pay for their own legal counsel.
Feel free to contact my office at your earliest convenience if you require additional information.
I am a admitted to practice in Connecticut.
Roman R. Fichman, Esq.
www.TheLegalist.com │ @TheLegalist
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