This is part of a series of articles on transactional contracts issues by Prof. Michael L. Bloom and students in the Transactional Lab at the University of Michigan Law School.

Some investors in limited liability companies have little interest in managing the company. Although these investors might prefer that the company’s managers do the managing, they might still wish to—and, in any event, they often should—consider putting protections in place to protect their interests in the company. One way a minority investor may protect its interests is by negotiating for the company’s operating agreement to require management to obtain approval from the minority investor, or a manager appointed by that investor, before the company may engage in certain activities.

What Activities Should Be Subject to Minority Approval?