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The LLCs were formed with capital contributions from the Russet brothers and Linda Merritt. The bulk of the capital (over $9.7 million) was provided by R&R (P), but Merritt had the sole and exclusive power to manage the entities. These respondent entities (D) own land and racehorses. The petition for dissolution seeks, in the alternative, the winding up and dissolution of the respondent entities or the appointment of a receiver. Ps allege that most of Ds have had their certificates of formation canceled for failing to designate a registered agent, for failing to pay annual taxes, or for both.

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