Negotiating on behalf of minority members of an LLC requires careful attention to their unique position. The minority (“Minority”) may include those who have no voting rights at all or limited rights to participate in voting, or those who have a vote but not enough to control. Although the Minority may not have voting control, the Minority may have other leverage in negotiating the deal, such as being a key manager or bringing key knowledge, controlling the deal or access to the opportunity, or owning the business but selling a majority position.
As with any negotiation, understanding the leverage is key. Counsel should focus on (i) the Minority’s access to information, (ii) limiting risks to the Minority, and (iii) ensuring that there are few opportunities for mischief on the part of the majority.