Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations. The delay...more
Another Change- Last week BDO confirmed that it was going to convert from an entity organized as a limited liability partnership under state law to one organized as a corporation. With that, BDO became the latest in a...more
On September 2, 2022, California Governor Gavin Newsom signed SB 49 into law, amending California Corporations Code §1151 (Cal. Corp. Code §1151) to allow domestic corporations to convert into foreign entity types as of...more
The California Revised Uniform Limited Liability Company Act authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited...more
After the close of the Covid-19 pandemic shutdowns, domestic migration to the State of Texas soared to new heights not seen in any other state of the Union. Specifically, since April 1, 2020, the State of Texas has seen its...more
Corporations and LLCs both provide their shareholders and members with limited liability to operate a for-profit business, and while these two forms of business entities are similar in many ways, they also have some important...more
It’s not surprising that Vice Chancellor Zurn’s recent, first-impression decision in In re Coinmint, LLC, aligning itself with rulings in many other states including New York, found that Delaware courts lack subject matter...more
This installment of our monthly Law360 bid protest spotlight considers: (1) a company’s successful challenge to an agency’s decision to take corrective action and reopen a competition the company had already won; (2) a...more
Chapter 11.5 of the California General Corporation Law currently authorizes the conversion of a corporation into an "domestic other business entity" (defined in section 167.7) such as a limited liability company or a...more
Not much, really. While the entity’s form and structure morph to an LLC, the rights and liabilities of the entity are generally unaffected. Under California’s statutes governing the conversion of an entity to an LLC...more
Effective August 1, 2018, the Delaware Limited Liability Company Act (DLLCA) was amended to include a new divisive merger statute. Unlike a traditional merger, whereby two or more entities merge to become one entity, a...more
Two years after filing suit, the corporate defendant ("Old Monterey") in a lawsuit converts into an limited liability company ("New Monterey") pursuant to to the California Corporations Code. In the parlance of the Code, Old...more
How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more
Some Days Are Stones[1]- It’s not always easy to find a topic about which to write a weekly blog post. I usually look for a ruling or decision that illustrates one of the recurring themes of the tax law, and then develop a...more
Pay attention to your K-1s or they may come back to bite you, is the lesson of Bruder v Hillman, Docket No. A-5055-15T1 [N.J. Super. Ct. App. Div. June 27, 2017], decided last week by a New Jersey appellate panel which...more
In the early 1990s, Congress enacted the qualified small business stock (“QSBS”) rules to incentivize equity investments in certain corporations. The QSBS rules reduce the effective federal income tax rate on the gain...more
On August 1, 2015, House Bill H.F. No. 385, which was signed into law by Governor Mark Dayton in May 2015, will become effective. The new law streamlines the process for executing cross-entity and cross-border conversions...more
Pennsylvania’s new Entity Transactions Law is expected to streamline the process of effecting certain fundamental changes or change of control transactions. Effective July 1, 2015, companies doing, or wishing to conduct,...more
This is an interesting decision because it deals with whether an LLC agreement requiring arbitration may be enforced even after the LLC was converted into a corporation that lacks such an arbitration clause....more
Starting June 12, 2014, Washington law allows for the “conversion” of Washington corporations and limited liability entities into a variety of other business entities in Washington and other states through the simple adoption...more
Entity conversions are a relatively new phenomena. The legislature first provided for conversion in 1999 when it enacted AB 197 (Ackerman). The conversion of partnerships and limited liability companies to other types of...more