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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

021

:
LIMITED LIABILITY COMPANIES






Subchapter

007
:
MEMBER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP








[Section 3092 repealed effective July 1, 2016.]

[Section 3092 repealed effective July 1,

2016.]

§

3092. Court action to determine fair value of distributional interest

(a) In an action

brought to determine the fair value of a distributional interest in a limited

liability company, the court shall:

(1) determine

the fair value of the interest, considering among other relevant evidence the

going concern value of the company, any agreement among some or all of the

members fixing the price or specifying a formula for determining value of

distributional interests for any purpose, the recommendations of any appraiser

appointed by the court and any legal constraints on the company's ability to

purchase the interest;

(2) specify the

terms of the purchase, including, if appropriate, terms for installment

payments, subordination of the purchase obligation to the rights of the

company's other creditors, security for a deferred purchase price and a

covenant not to compete or other restriction on a dissociated member; and

(3) require the

dissociated member or owner of the distributional interest to deliver an

assignment of the interest to the purchaser upon receipt of the purchase price

or the first installment of the purchase price.

(b) After an

order to purchase is entered, a party may petition the court to modify the

terms of the purchase and the court may do so if it finds that changes in the

financial or legal ability of the limited liability company or other purchaser

to complete the purchase justify a modification.

(c) After the

dissociated member or owner of the distributional interest delivers the

assignment, the person has no further claim against the company, its members,

officers or managers, if any, other than a claim to any unpaid balance of the

purchase price and a claim under any agreement with the company or the

remaining members that is not terminated by the court.

(d) If the

purchase is not completed in accordance with the specified terms, the limited

liability company is to be dissolved upon application under subdivision

3101(5)(D) of this title. If a limited liability company is so dissolved, the

dissociated member or owner of the distributional interest has the same rights

and priorities in the company's assets as if the sale had not been ordered.

(e) If the court

finds that a party to the proceeding acted arbitrarily, vexatiously or not in

good faith, it may award one or more other parties their reasonable expenses,

including attorney's fees and the expenses of appraisers or other experts,

incurred in the proceeding. The finding may be based on the company's failure

to comply with subsection 3091(b) of this title.

(f) Interest

shall accrue and be paid on the amount awarded from the date determined under

subsection 3091(a) of this title to the date of payment. (Added 1995, No. 179

(Adj. Sess.), § 4.)