You own 35% of a profitable Long Island City design-build LLC. On a Wednesday afternoon, your managing member emails a "restated and amended" operating agreement — 47 pages of new language — and gives you a week to sign. The new version quietly deletes your consent right on major decisions, adds a 10% "management fee" off the top of gross revenue, and slips in a mandatory buyout at book value if you ever "cease active participation." You never agreed to any of it. Welcome to
You co-founded a Brooklyn restaurant group with two friends in 2019. You put up the seed capital, signed the lease, and worked the line for the first eighteen months. Last quarter, your two partners voted themselves a "management fee," stopped sending you distributions, and changed the QuickBooks password. When you asked for a copy of the books, you got silence. That's a textbook minority LLC member freeze-out in New York — and you have more leverage than you think. At Yassi
Reza Yassi
Apr 28
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