Business Organization, Commercial Law & Contracts, Constitutional Law

Bitcoin And The Corporations Code

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/20/2013

I’ve been seeing an increasing number of references to Bitcoin and other forms of virtual or crypto currencies in the news. For example, Jeffrey Sparshott and Robin Sidel of the Wall Street Journal reported last week that...more

State + Local Tax Insights -- Spring 2013

by Eric Coffill, Leslie Lao, Mitchell Newmark, William Pardue, Gregory Roberts, Rebecca Ulich | Morrison & Foerster - State + Local Tax... on 5/14/2013

In This Issue: Factor Representation: Is It Unconstitutional for a State to Have It Both Ways?; Upcoming Speaking Engagements; Expanded California Sales and Use Tax Exclusions for Advanced Manufacturing Projects; and...more

Bill Aims To Make Foreign Nonqualified LLC Contracts Voidable

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/6/2013

As discussed in prior posts, “transacting intrastate business” is not the same as “doing business”. See You may Be Doing Business in California Even When Not Transacting Intrastate Business. The former is what determines...more

The Founding of Damon Key Leong Kupchak Hastert (1963-2013)

by Robert Thomas on 2/7/2013

Founded in Honolulu in 1963 by Frank Damon, a Hawai‘i-born descendant of missionaries from New England, and Henry Shigekane, the son of Japanese immigrants, Damon & Shigekane pioneered new territory by crossing ethnic lines —...more

The Condo Report: Special Edition - All about pets in condominiums

by Heenan Blaikie LLP on 11/11/2012

TABLE OF CONTENTS: - 1 Pet Restrictions in Condominiums - 4 Condo Pet Eviction - 5 Another Condo Pet Eviction - 6 Enforcement of Pet Rules – Something New! - 7 Nuisance Pets in Condominiums – It’s not the Dog’s...more

N.J. Increases Tax on P.L. 86-272-Protected Companies—Should You Comply?

by Reed Smith on 10/12/2012

In the days leading up to Monday’s deadline to file CBT returns, some of our clients that are protected from New Jersey income tax by P.L. 86-272 have asked us whether they should comply with New Jersey’s Alternative Minimum...more

Gillette Reinstated. If Compact is Elected, LCUP Penalty Shouldn't Apply

by Reed Smith on 10/10/2012

The First Appellate District of the California Court of Appeal has once again held that California taxpayers may avail themselves of the Multistate Tax Compact (the Compact) election, which allows for taxpayers to file...more

A Close Shave: California Court of Appeal Rules on Multistate Compact Election

by Sutherland Asbill & Brennan LLP on 10/3/2012

On October 2, 2012, the California Court of Appeal issued an opinion on rehearing in The Gillette Company et al. v. Franchise Tax Board, reversing in full the trial court’s decision in favor of the Franchise Tax Board (FTB)....more

California’s New LLC Act – Call Me Laocoon, But I Foresee A Mess!

by Allen Matkins Leck Gamble Mallory & Natsis... on 9/24/2012

On Friday, Governor Brown signed SB 323 (Vargas) into law. It was chaptered by the Secretary of State the same day. Section 20 of the bill adds the California Revised Uniform Limited Liability Company Act (RULLCA) to the...more

Law That Allows Taxpayer To Defer Capital Gains On Sale Of Small Business Stock With The Subsequent Purchase Of Stock In...

by Kronick, Moskovitz, Tiedemann & Girard on 9/11/2012

A court of appeal recently found unconstitutional a Revenue and Taxation Code provision that allows a taxpayer to defer capital gains when he or she sells stock in a qualified small business if the taxpayer uses the gain to...more

CA’s 20% LCUP Penalty Shouldn’t Apply to Compact Elections Under Gillette

by Reed Smith on 9/11/2012

Friday, Reed Smith partner and former FTB Chief Counsel Brian Toman submitted a written request for consideration at the FTB's meeting yesterday for the FTB to interpret the 20 percent Large Corporate Understatement Penalty...more

La Debacle – California’s Flawed Bid To Enact The NCCUSL’s LLC Act

by Allen Matkins Leck Gamble Mallory & Natsis... on 8/16/2012

For some time, I’ve been sounding the alarm against SB 323 (Vargas). As introduced, this bill would have repealed California’s Beverly-Killea Limited Liability Company Act, Corporations Code Section 17000 et seq., and enact...more

Tri-State Tax Alert

by Pierce Atwood LLP on 7/18/2012

From our offices in Boston, Portland, and Portsmouth, Pierce Atwood’s State and Local Tax Group provides litigation, planning, transaction, regulatory, and legislative services to business, associations, and individuals on...more

Legislature Poised To Impose Huge Costs By Rewriting Every California LLC Operating Agreement

by Allen Matkins Leck Gamble Mallory & Natsis... on 7/16/2012

On January 1, 2016, the operating agreement of every limited liability company organized under Beverly-Killea Limited Liability Company Act, Cal. Corp. Code §§ 17000 et seq. may be amended. This is no Millerite prophecy. ...more

Court Applies California Demand Requirement To Scottish Company (Again)

by Allen Matkins Leck Gamble Mallory & Natsis... on 4/27/2012

Last December, I wrote about U.S. District Court Judge Jeremy Fogel’s decision in Johnson v. Myers, 2011 U.S. Dist. LEXIS 112897 (N.D. Cal. Sept. 30, 2011). The case involved an attempt by some of the stockholders of a...more

“Hallelujah, I’m A Bum!” Bill Aims To Allow Tramp Corporations To Enjoy Their Home

by Allen Matkins Leck Gamble Mallory & Natsis... on 4/9/2012

At some point in their careers, many California corporate attorneys, and not a few lawyers outside the state, have had to confront California’s explicit regulation of foreign corporations. Although many provisions of the...more

Feeley, et al. v. NHAOCG, LLC, et al., C.A. No. 7304-VCL (Del. Ch. Mar. 20, 2012) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 3/22/2012

In this case, the Court, relying on the implied consent provisions found in the Delaware Limited Liability Company Act (the “Act”), found that it was entitled to exercise personal jurisdiction over defendant NHAOCG, LLC...more

New Virginia Supreme Court Opinions Affecting Virginia Local Government Law – November 4, 2011

by Sands Anderson PC on 11/7/2011

The Virginia Supreme Court issued new opinions today. Two opinions relate to Virginia local government or laws applied by Virginia local governments. One opinion involves a Virginia local government (Montgomery County)...more

Governor Signs Bill Imposing New Requirements On In-State And Out-of-State Employers Who Pay Commissions

by Allen Matkins Leck Gamble Mallory & Natsis... on 10/12/2011

Two score and eight years ago, the California legislature enacted AB 836 (Frew), Stats. 1963, ch. 1088. That legislation requires employers who pay their employees for services in California through commissions to provide...more

Stamp Duty Tax: How to Calculate It?

by iPleaders and Intelligent Legal Risk... on 9/8/2011

Almost everybody who is involved in any commercial transaction has to deal with creating, authorizing or validating a number of official documents. Hence it would serve him well to know about stamp duty, which is nothing but...more

New Jersey Supreme Court Holds Throwout Rule Is Facially Constitutional, But Unconstitutionally Applied

by Sutherland Asbill & Brennan LLP on 8/10/2011

On July 28, 2011, the New Jersey Supreme Court denied a taxpayer's claim that New Jersey's Throwout Rule (which excludes certain sales from the denominator of the sales apportionment factor) is facially unconstitutional....more

Sandy Springs Restructures Its Business and Occupation Tax

by Sutherland Asbill & Brennan LLP on 12/22/2010

The Sandy Springs, Georgia, City Council revised its Business and Occupation Tax ordinance on December 21, 2010 in an effort to foster economic development and alleviate the potential chilling effect on the City’s business...more

Sutherland Salt Shaker Vol. 1 No. 11- November 2010

by Sutherland Asbill & Brennan LLP on 11/30/2010

IN THIS ISSUE: The California Tax Shakeup; New Jersey Supreme Court Catches a Throwout Case; Massachusetts Supreme Judicial Court Says Tax Exemption Should Be Construed Broadly;SALT Pet Of The Month; Georgia Proposes to Shift...more

Usury Exemptions Bites Back

by Allen Matkins Leck Gamble Mallory & Natsis... on 10/14/2010

Last week, I wrote about the oft overlooked California Finance Lenders (CFL) law. In general, that law provides that anyone engaged in the business of making consumer or commercial loans must obtain a license from the...more

The Carried Interest Rule: Proposed Tax Changes for Partnerships or Limited Liability Companies

by Harwell Howard Hyne Gabbert & Manner, P.C. on 7/13/2010

The U.S. House of Representatives recently passed the American Jobs and Closing Tax Loopholes Act of 2010. The Senate is now considering the bill and is expected to pass it with some modifications. The bill includes several...more

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Business Organization › Commercial Law & Contracts › Constitutional Law