William Ayres and Douglas Pickering entered into an operating agreement with AG Processing, Inc. to form AG

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William Ayres and Douglas Pickering entered into an operating agreement with AG Processing, Inc. to form AG Environmental Products, L.L.C. (AEP LLC), a Nebraska limited liability company formed to market methyl esters supplied by AG Processing. AG Processing owned 99 percent of AEP LLC, and Ayres and Pickering each owned one-half percent. Ayres and Pickering served as managers of the LLC along with three other managers—Reagan, Hoover, and Campbell—who were also corporate officers of AG Processing. The operating agreement provided that the business and affairs of the LLC would be managed by its designated managers, acting as a group, with a majority vote required to take action. At some point Ayres and Pickering became concerned about certain actions taken by Reagan, Hoover, and Campbell, including investing in unsecured business investments, using AEP LLC funds for political lobbying, failing to hold annual meetings and to provide year-end financial disclosures on a timely basis, and failing to distribute equity bonuses to Ayres and Pickering. After Ayres and Pickering protested these actions and demanded that the operating agreement be followed and the unrelated business activities cease, they were terminated as managers, employees, and members of AEP LLC. Did Reagan, Hoover, and Campbell act ethically? Do Ayres and Pickering have any valid legal claims against them? [Ayres v. AG Processing, Inc., 345 F. Supp. 2d 1200 (D. Kan. 2004).]


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