This is an agreement for an investor and an LLC in which the investor subscribes/invests. This is from the LLC position. 4. Portability. I agree not to transfer or assign this agreement or the interests included therein; and also agrees that I will not sell, assign, transfer or transcribe or weigh membership acquired under the 1933 Act, as in force or without exception, without compliance with all applicable laws. In accordance with the terms of the company agreement, the transfer to the defendant [ex-wife] approved in writing by a majority of the members is expressly permitted. Even assuming that the company agreement is not valid, the majority`s written agreement on the transfer of shares would apply (see Matter of Spires v Lighthouse Solutions, LLC, 4 Misc 3d 428, 433 [Sup Ct, Monroe County 2004]). The result at Gartner comes as no surprise. Subscription contracts are often used for narrow business entities whose assets include many passive investors, certain types of business practices, and other special circumstances.
Its main purposes are to ensure the contractual obligation of the investor to acquire a stake in the enterprise against a given counterparty and to recall the investor`s statements and acknowledgements that he or she is a demanding and financially appropriate investor, fully aware of the risks associated with it. In addition, the subscription contract regulates the transfer, it does not exclude it. Indeed, the subscription contract does not contain any transfer restrictions other than compliance with the law. If the subscription contract were controlled, the question of transfer would be regulated by the Limited Liability Companies Act, according to which the transfer would be valid on the basis of the written consent of the majority of the members (see Limited Liability Company Law § 603, 604). Typically, the company`s proposed shareholder agreement, limited partnership agreement, or LLC agreement are part of the exposures in the subscription agreement. In those documents, and not in the subscription agreement, they should find restrictions applicable to the transfer of vested interests. The Gartner Subscription Agreement was no exception and stated in Section 6 the Subscriber`s agreement to execute the accompanying Enterprise Agreement, which includes, among other things, „restrictions”. .
on the portability of the company`s right of membership acquired under this Agreement`. ` prohibits, on its terms, only the unilateral transfer of its shareholding in the subscription contract itself, which is not referred to here. It expressly envisages the assignment of the membership interest in question as long as such assignment complies with the laws in force. In addition, Section 7(I) of the Subscription Agreement states that any document representing the Member`s interest must bear a legend indicating that unauthorized transfers or assignments are not valid from the outset. Consequently, the subscription contract clearly provides for the possible sale or transfer of affiliation shares and does not support [the applicant`s] request for summary judgment. Finally, the possibility that a member`s marriage may dissolve and that, as for Gartner, its membership interest may be considered matrimonial property subject to equitable distribution is often explicitly addressed in the company agreement, by providing for the repayment of the entire share under certain conditions or by limiting the transfer to an assignment of an economic interest. In my experience, approval of the transfer of voting membership interests by all other Gartner members, which appear to have been given voluntarily, is unusual. The decision of a Manhattan appellate body to Gartner v Cardio Ventures, LLC, 2014 NY Slip Op 07423 [1st Dept Oct. 30, 2014] provides a sec report on a controversial transfer of an interest in LLC membership, in which the court stated that the terms of an LLC subscription agreement do not prohibit the transfer, which is otherwise permitted by the standard rules of the LLC law. .
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