Friday, February 8, 2019
More On “Except As Otherwise Provided”
Earlier this week, I posted a review of a recent Pennsylvania decision in which it was held that a general statement that the members would make decisions by majority vote is not of itself sufficient to override the statutory default requiring unanimous approval of the members in order to amend the operating agreement. That posting was titled Except as Otherwise Provided: Pennsylvania Court Holds That Rule For Amending the Operating Agreement Was Not Changed; HERE IS A LINK to that posting.
Following from what I wrote, Professor Joshua Fershee (West Virginia Lw) has posted on the Business Law Prof Blog a piece titled Entity Lesson: Be Explicit When Changing Default Voting Rules; HERE IS A LINK to that posting. Therein, he reviewed a limited partnership decision from Delaware about the standard to be employed when considering whether an agreement effectively changed a default rule as to a fundamental right.