(a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall:

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Terms Used In Hawaii Revised Statutes 428-702

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Distributional interest: means all of a member's interest in distributions by the limited liability company. See Hawaii Revised Statutes 428-101
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Limited liability company: means a limited liability company organized under this chapter. See Hawaii Revised Statutes 428-101
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
(1) Determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price, or specifying a formula for determining the value of distributional interests for any purpose, the recommendations of any appraiser appointed by the court, and any legal constraints on the company’s ability to purchase the interest;
(2) Specify the terms of the purchase, including if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the company’s other creditors, security for a deferred purchase price, and a covenant not to compete or other restrictions on a dissociated member; and
(3) Require the dissociated member to deliver an assignment of the interest to the purchaser upon receipt of the purchase price or the first installment of the purchase price.
(b) After an order to purchase is entered, a party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the limited liability company or other purchaser to complete the purchase justify a modification.
(c) After the dissociated member delivers the assignment, the dissociated member shall have no further claim against the company, or its members, officers, or managers, if any, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the company or the remaining members that is not terminated by the court.
(d) If the purchase is not completed in accordance with the specified terms, the company is to be dissolved upon application under section 428-801(4)(D). If a limited liability company is so dissolved, the dissociated member shall have the same rights and priorities in the company’s assets as if the sale had not been ordered.
(e) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or not in good faith, it may award one or more other parties their reasonable expenses, including attorney’s fees and the expenses of appraisers or other experts, incurred in the proceeding. The finding may be based on the company’s failure to make an offer to pay or to comply with section 428-701(b).
(f) Interest shall be paid on the amount awarded from the date determined under section 428-701(a) to the date of payment.

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