The difference between the two states can have critical consequences for both majority and minority members of the many LLCs, which are constituted for better or for worse without a written company agreement. A change of ownership for an LLC can be complicated and requires costly changes in most U.S. states. Defence counsel`s argument on the merits has not improved. In essence, the argument put forward was that, to the extent that the complaint did not explicitly affirm an oral or tacit agreement granting each member a right of veto over future financing operations, the members of the majority could accept a new agreement providing for a mechanism for recruiting outside investors with the issuance of new members` shares. In response, VC The Defect strongly deconstructed the lawyer`s narrow reading of the complaint who, as he found, clearly stated that an oral or implied agreement was subject to the standard rules of the LLC Act, and he simply changed the question of whether, in a member-run LLC, «where all units were allocated, the dominant member can simply create new units and issue them without modification of the agreement? In response to his own question, VC Vice said that the New York case is a case I wrote about on this blog. Last January, in the Shapiro v. Ettenson case, in a case involving a three-member LLC created without a written company agreement, the Appeals Division, First Department, upheld a lower court`s decision that passed Section 402(c)(3) of the New York LLC («except as provided in the company agreement. a majority of the voting members is required. to adopt, amend, reorganize or revoke the articles or company agreement» in order to allow the majority of both members to adopt a written company agreement almost two years after the creation and commissioning of the LLC, without the agreement of the third member and notwithstanding certain provisions of the agreement that have modified the legal rules of delay detrimental to the third member. . . .