News & Analysis as of

Business Assets Limited Liability Company (LLC)

Levenfeld Pearlstein, LLC

How to Mitigate Post-Closing Risks to Facilitate Asset Distribution and Entity Dissolution

After a transaction closes, sellers often wonder: when can all proceeds be distributed and the selling entity be dissolved? This question can be complicated, particularly where there are surviving representations, warranties,...more

Stradling Yocca Carlson & Rauth

California Business Divorce: Understanding IP Ownership in the Context of Operating a California Business

Picture a renowned winery in the heart of Napa Valley that has built its reputation on a trademark that connoisseurs associate with exceptional quality. This trademark, a symbol of years of hard work and dedication,...more

Rivkin Radler LLP

The Family-Owned Business, Stock Options, And Personal Goodwill – a Smorgasbord of Tax Issues

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Many of us have encountered variations of the following scenario: a parent owns and operates a business; one or more of their children are employed in the business; as the children mature and become more experienced and...more

Allen Barron, Inc.

Do You Need an Asset Protection Strategy?

Allen Barron, Inc. on

Do you need an asset protection strategy in San Diego, California? What is an “Asset Protection Strategy” and who should make sure to have an asset protection strategy in place?...more

Hendershot Cowart P.C.

Shareholder Access to Books & Records in Texas – What Are My Rights?

Hendershot Cowart P.C. on

Under Texas law, a member of a limited liability company (LLC) or a qualifying shareholder of a corporation has the right to examine the company’s books and records, so long as there is a proper purpose. This right is...more

Poyner Spruill LLP

North Carolina Asset and Creditor Protection Planning

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A common concern of estate planning and business planning clients is protecting their assets from a future creditor claim. These claims can arise in the operation of a business, the provision of medical or other professional...more

Rivkin Radler LLP

New York’s Pass-Through Entity Tax, F Reorgs, and the Sale of An Electing S Corp

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Timing- I had planned to post this piece during the third week of December, a day or so after the exchange between Senator Manchin and the White House sealed the fate of the Build Back Better plan, at least in its current...more

Rivkin Radler LLP

Gift Transfers: Not on the Congressional Agenda, But Still in the Crosshairs of the IRS

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Same old in D.C.- On Monday, November 15, the President will sign into law the approximately $1 trillion Infrastructure Investment and Jobs Act that was finally passed by Congress when the House approved the Senate’s...more

Rivkin Radler LLP

Disposing Of Assets Under The Ways and Means Committee’s Proposals

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First Step- Last Wednesday, the House Ways and Means Committee approved that portion of the 2022 budget legislation with which it was tasked by the Congressional Budget resolution of August 24. The text of the bill...more

Ervin Cohen & Jessup LLP

Can Receivers Reject Leases For The Benefit of Creditors?

Q: I am a receiver in two different cases, both of which have problems. I was appointed in a partnership dispute case, where the only asset is a marijuana dispensary....more

Farrell Fritz, P.C.

New York’s Post-Election Tax Environment For Business Owners

Farrell Fritz, P.C. on

Something Is Rotten- There’s a gray pall hanging over New York that has clouded the judgement of many politicians, and has left many of its residents feeling anxious and off-balance. No, it’s not the smoke from all the...more

Farrell Fritz, P.C.

Court Takes Ambiguity Off the Menu of Restaurant’s LLC Agreement

Farrell Fritz, P.C. on

I’ve lost track of how many lawsuits I’ve seen between co-owners of New York City restaurants. It’s not surprising given the high percentage of restaurant failures in an intensely competitive market with high rents, high...more

Patton Sullivan Brodehl LLP

“Reverse Veil Piercing” to Reach an LLC’s Assets

“Piercing the corporate veil” — also referred to as “alter ego” liability — is a familiar concept under California law. Ordinarily, a corporation or other entity (such as an LLC) is considered a legal entity separate and...more

Cole Schotz

2018 Developments In Delaware Corporate Law; A Year In Review

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Trends in Delaware corporate law tend to be indicators of change across the corporate sector. 2018 saw a few significant developments in Delaware corporate law. It is important that individuals, particularly business owners...more

Steptoe & Johnson PLLC

Time to Update Your Loan Documents Due To New Delaware “Divisive Merger” Law

Steptoe & Johnson PLLC on

Effective August 1, 2018, Delaware’s limited liability company act was amended to add new Section 18-217 (the “Amendment”). This Amendment permits a Delaware limited liability company (an “LLC”) to divide into two or more...more

Miles & Stockbridge P.C.

Delaware Law Amended to Allow Limited Liability Companies to Divide Assets and Liabilities

The state of Delaware recently enacted an amendment to the Delaware Limited Liability Company Act (the “Act”), effective August 1, 2018, which allows a limited liability company to divide into two or more limited liability...more

Miles & Stockbridge P.C.

Delaware Law Amended to Allow Limited Liability Companies to Divide Assets and Liabilities

The state of Delaware recently enacted an amendment to the Delaware Limited Liability Company Act (the “Act”), effective August 1, 2018, which allows a limited liability company to divide into two or more limited liability...more

Verrill

Lawyers on Tap: Tap Tips for Entity Formation and Taxation

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In this episode of Verrill Voices: Lawyers on Tap, Verrill Dana attorneys Jennifer Green and Jonathan Dunitz discuss the importance of entity formation to the overall success of a brewery business, and the differences between...more

Perkins Coie

New Three-Year Hold Requirement for Carried Interests, Updated Notice for S Corps

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New development: The IRS has issued guidance that the exception to the new 3-year hold requirement for carried interests held by “corporations” does not apply to S corporations. As previously discussed, the 2017 Tax Cuts...more

Holland & Knight LLP

Tax Reform's New Incentives for Investments in Low-Income Communities: Part 2

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• Part 1 of this series of Holland & Knight alerts described a new tax incentive contained in the Tax Cuts and Jobs Act for investments in low-income communities designated as "Opportunity Zones." Part 1 also explained the...more

Foster Garvey PC

Decoding the Tax Cuts and Jobs Act – Part III: IRC § 708 and the Partnership Termination Rules Have Changed

Foster Garvey PC on

BACKGROUND/PRIOR LAW - PartnershipUnder IRC § 708(a), a partnership is considered as a continuing entity for income tax purposes unless it is terminated. Given the proliferation of state law entities taxed as partnerships...more

Vedder Price

Tax Reform: Impact on Private Equity and M&A

Vedder Price on

On December 22, 2017, new tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act represents a major overhaul of the U.S. federal tax system and includes many new provisions,...more

Burr & Forman

The New 20% Pass-Through Deduction: Can Real Estate Owners Claim It?

Burr & Forman on

The new 20% deduction for “pass-through” business owners under the Tax Cuts and Jobs Act is raising many questions from owners of real estate-related businesses. Can these owners qualify for this important deduction, and...more

Adler Pollock & Sheehan P.C.

Protecting your real estate assets

When preparing an estate plan, asset protection for real estate is particularly challenging, because it’s the only asset that can’t be moved. Gifting it is one option, but this leaves the property exposed to creditors. This...more

Sands Anderson PC

Corporation or LLC is not a “Get Out of Debt Free” Card

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The Federal Trade Commission recently settled the largest-ever fitness and weight loss deceptive advertising complaint, against Ab Circle Pro, for up to $25 million. The FTC settled with not only the marketer, but the...more

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