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Q&A With Baker Botts' Hillary Holmes

Hillary H. Holmes is a partner in Baker Botts LLP's Houston, Texas, office. Her practice is focused on capital markets transactions for master limited partnerships (MLPs) and corporations in the energy industry. Holmes also...more

Business Court (In Judge McGuire's First Opinion) Outlines The "Indispensable Requirements" For The Formation Of A Partnership

Well, newest Business Court Judge Gregory McGuire has gotten off to a running start with his first opinion, issued only about a week after his appointment to the Business Court by Governor McCrory. The case is La Familia...more

If Bylaws Are Contracts, Where’s The Boilerplate?

Bylaws hardly constitute literature. For the most part, they simply regurgitate the applicable general corporation law with a few permitted changes here and there. In general, there seems to be two schools of thought when...more

Can An Employment Agreement Be A Wee Bit Too Integrated?

The Bylaws of many public companies provide for mandatory indemnification of directors and officers (and sometimes other agents as well). Often, Bylaws describe these indemnity obligations as contract rights. For example...more

Federal NFP Corporations Act: What’s Next?

Companies incorporated under the Canada Corporations Act (Part II) were required to be continued under the new Canada Not-For-Profit Corporations Act on or before October 17, 2014. Industry Canada has published a Q&A...more

Another Bankruptcy Proofing Strategy Bites the Dust, or Does It?

In an effort to minimize the risk of loss in connection with a loan default, lenders often employ creative means to make it difficult, if not impossible, for a borrower to file bankruptcy....more

Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations -...more

Court of Appeal Holds Transfer Tax Applies to Legal Entity Changes in Ownership

In 926 North Ardmore Avenue, LLC v. County of Los Angeles, the 2nd District Court of Appeal held that Proposition 13 changes in ownership prompted by transfers of legal entity interests should also be characterized as “realty...more

Guide To Doing Business in New Zealand: Major Forms of Business Organisation

A foreign company or investor proposing to establish a business in New Zealand may choose from a number of different entities or forms of business organisation. Each of these forms has its advantages and disadvantages....more

Funding a Partnership

One of the primary advantages of a partnership (or limited liability company) over a corporation is the flexibility to structure the business deal. Rather than having to deal with unwieldy units of stock or other ownership...more

New LLC Act May Curtail Authority Of Managers Of Pre-Existing LLCs

California’s Revised Uniform Limited Liability Company Act (RULLCA) took effect on the first of this year. The RULLCA repealed California’s first LLC law – the Beverly-Killea Limited Liability Company Act. The forced...more

Businesses Anxiously Await NLRB Decision on Joint Employer Standard

Many are up in arms following a memorandum issued by the General Counsel of the National Labor Relations Board (NLRB) authorizing employees of a national restaurant chain to argue that the franchisor is jointly responsible...more

Paths to African Partnerships

In recent years, African stars have soared. Governments, investors, and citizens have driven – and benefited from – booms in banking, construction, retail, and telecommunications. All along, of course, African states have...more

Lies That Prospective Retirement Plan Providers May Tell You

When we were children, our mothers told us stories that we believed to be true because we always believed what our parents were telling us was the truth. Part of growing up is realizing that a good chunk of what your mom told...more

Why Does Determining A Quorum Have To Be So Complicated?

California’s quorum requirement for meetings of directors appears on its face to be straightforward – a majority of the authorized number of directors constitutes a quorum of the board for the transaction of business. Cal....more

Court Of Appeal Embraces De Facto LLC Dissolution

Under the former Beverly-Killea Limited Liability Company Act, a limited liability company was dissolved upon the first to occur of any of the following three events...more

Best in Law: Hybrid corporations combine profit and good will

These new entities give directors and officers the flexibility to pursue both profit and social objectives without the risk of liability associated with doing so in a traditional corporation. In 2012, California...more

Minority Shareholder Oppression In Family Businesses In Pennsylvania

Decades ago, Pennsylvania courts, as well as other state courts, were reluctant to interfere with business judgments of majority shareholders managing a corporation, even where the expectations of a minority shareholder had...more

Disregarded Entity May Select Different Accounting Method than its Owner

In a recent Chief Counsel Advice (“CCA”), the IRS determined that a disregarded entity for federal income tax purposes (the “LLC”) operated a separate and distinct trade or business from that of its owner (the “Company”) and...more

Blog: So You Owe Thousands of Dollars in Delaware Franchise Tax?

All Delaware corporations have to pay an annual franchise tax to the state. If you’ve received a notice from the State of Delaware saying that your small startup owes tens of thousands of dollars in franchise tax, do not...more

Bill Aims At Clarifying Status Of Ex Officio Directors

Yesterday’s post considered the various paths to becoming a director under the California General Corporation Law. The California Nonprofit Corporation Law defines “directors” in a similar fashion but makes it clear that the...more

Who Runs my Joint Venture?

One of the primary purposes of a written partnership (or limited liability company (LLC) operating) agreement is to establish rights and obligations for management. In a general partnership or joint venture, any partner or...more

Just How Many Ways Are There To Become A Director?

Lao Tzu is said to have written that there a many paths to enlightment, but how many paths are there to becoming a director? To answer the question, let’s look at the definition of “directors” in the California General...more

Four Trends in Master Limited Partnership M&A in 2014

MLP merger and acquisition activity can take a number of different forms to unlock value for sponsors and unitholders. Background - In the first half of 2014, master limited partnership (MLP) mergers and...more

Escaping Taxes in Bankruptcy Through S Corporations

Shareholders of financially troubled S corporations may now be able to avoid the flow-through of taxes when the S corporation or its subsidiary files bankruptcy. ...more

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