Relevant Facts
Holdco’s operating agreement made Jonathan Teller and Sanjiv Mehra managers on Holdco’s two-person board. Unanimity was required to effect board action. Teller was a founder of Holdco and Mehra was responsible for day-to-day operations.
Holdco’s operating agreement also provided that if Teller and Mehra deadlocked, Holdco would be automatically dissolved. The operating agreement did not define deadlock.
Teller and Mehra held equal distribution rights in Holdco. In the event of a deadlock-triggered dissolution, Holdco would distribute its shares in Holdco’s subsidiary to members in proportion to their equity and the members would then replicate Mehra’s equal-distribution rights as to Holdco in the subsidiary.