STUDENT ARTICLE: KIRKSEY V. GROHMANN: LLC DISSOLUTION IS PROPER WHEN MEMBER DEADLOCK LEAVES NO MEANINGFUL WAY TO MOVE FORWARD Skip over navigation
LexisNexis® Browse Law Reviews and Treatises
Skip over navigation
Sign in with your lexis.com® ID to access the full text of this article.
-OR-
Order the full text of this article if you do not have a lexis.com® ID.
 
Price: 
US $22.00 (+ tax)
 
 

Copyright (c) 2011 South Dakota Law Review
South Dakota Law Review

STUDENT ARTICLE: KIRKSEY V. GROHMANN: LLC DISSOLUTION IS PROPER WHEN MEMBER DEADLOCK LEAVES NO MEANINGFUL WAY TO MOVE FORWARD

2011

South Dakota Law Review

56 S.D. L. REV. 380

Author

Ellie J. Murphy+

Excerpt



I. INTRODUCTION
 
Despite its relative youth, the limited liability company ("LLC") has become the most popular way to organize a business both across the nation and here in South Dakota. 1 The LLC offers its members limited liability, advantageous tax treatment, and flexibility in selecting a management scheme. 2 Since its first appearance in the United States in 1977, 3 all fifty states have adopted LLC-enabling legislation. 4 Because the LLC has not been fully tested within the justice system, courts continue to explore fundamental aspects of legal doctrine related to the entity. 5

The South Dakota Supreme Court seized the opportunity to address LLC law in the landmark case of Kirksey v. Grohmann. 6 In Kirksey, the court addressed the statutory standard for judicial dissolution of an LLC formed under South Dakota law. 7 The court emphasized that the four sisters formed the Kirksey Family Ranch, LLC "contemplating equal ownership and management, yet ... an impenetrable deadlock" 8 left two sisters powerless to influence the company's future. 9 In reaching its decision, the court rightfully considered the language of the operating agreement and the specific purpose of the LLC. 10 Ultimately, the court recognized forced dissolution as a drastic remedy, but it found the remedy appropriate given the sisters' uniquely unfair stalemate. 11

This note will examine the history, characteristics, and statutory landscape of the LLC. 12 It will also discuss the remedy of judicial dissolution. 13 Further, this note determines ...
 
 
If you are interested in obtaining a lexis.com® ID and Password, please contact us at 1-(800)-227-4908 or visit us at http://www.lexisnexis.com/.
Search Documents
 
eg., Environmental Insurance Coverage Under the Comprehensive General Liability Policy
 
 
 
 

Lexis® Web - The only search engine that delivers free web content specifically from legal sites validated by LexisNexis® attorney editors and includes tools for faster research and more relevant results.

 
LexisNexis Store
Research Now - Go to lexis.com
Connect the Dots - Free 1 hour webcast
Share. Network. Discover. - Go to LexisNexis Communities