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The Law Office of Stephen Nault

Practice Area

LLC Member Buyout Attorney in Tennessee

An LLC member buyout is an exit looking for a price. Done well, it is a clean transaction; done badly, it is litigation over what the departing member's stake is worth and whether they even have the right to leave on these terms. I handle the buyout itself — enforcing the agreement, negotiating the terms, and litigating when the number will not come together.

This page covers a focused service. For the broader editorial practice area, see Owner Disputes in Tennessee.

The exit is usually a fight about valuation

When the operating agreement spells out a buyout method, the work is enforcing it; when it is silent or half-written, the work is negotiating terms the parties can live with. Around that sit dissociation analysis under the Tennessee Revised LLC Act and the litigation that follows when the parties cannot agree on valuation, terms, or whether a buyout is even required. The patterns are a voluntary exit where the two sides value the stake very differently, a forced buyout triggered by a member's misconduct, a dissociation claim after a partner walks, and a fight over whether a buy-sell provision applies at all.

What the operating agreement decides — and what it leaves open

Tennessee LLCs run on the operating agreement first and the Tennessee Revised LLC Act second, and that order matters here. A valuation method written into the agreement is usually enforceable; with no clear terms, the dispute drifts to what the members actually understood, which is a much worse place to be. Dissociation, judicial dissolution, and minority-oppression doctrines all touch a buyout fight. How the first exit conversation is framed often decides how the whole thing ends — which is the argument for getting the agreement read before a demand goes out in either direction.

Service area

Statewide advice; trial representation in Sumner, Wilson, Robertson, Trousdale, Williamson, and Davidson Counties.

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