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Directors Limited Liability Company (LLC)

Allen Matkins

Sundering Noncompetes From The Internal Affairs Doctrine

Allen Matkins on

Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement.  Sunder Energy, LLC v. Jackson, 2023 WL 8166517.  The case was brought in the...more

Allen Matkins

California Says Corporations And LLCs Can't Be Directors; The Securities Exchange Act Apparently Believes Otherwise

Allen Matkins on

Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors.  My answer at the time was "no" because Section 164 of the Corporations Code defines...more

Kerr Russell

Court Ruling Offers New Consideration For Corporate Officers, Directors And LLC Managers

Kerr Russell on

Managers of LLCs have similar duties to members of LLCs. A breach of these fiduciary duties can lead to a lawsuit and personal liability for directors, officers and LLC managers. ...more

Rivkin Radler LLP

Deferring the Tax Hit on a Grant Equity to an Employee – Are You Prepared to Enforce the Forfeiture Provision?

Rivkin Radler LLP on

“Would I ever leave this company? Look, I’m all about loyalty. In fact, I feel like part of what I’m being paid for here is my loyalty. But if there were somewhere else that valued loyalty more highly, I’m going wherever they...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

International Lawyers Network

Establishing A Business Entity In Romania (Updated)

1. Types of Business Entities - When entering the Romanian market, foreign investors have the option of incorporating a new legal entity with a Romanian legal personality, or setting up a unit of a foreign mother company,...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

International Lawyers Network

Establishing A Business Entity In Argentina (Updated)

Types of business entities - The two most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”) and the corporation (“Sociedad Anónima” or...more

Spirit Legal

Liability risks for companies in crisis and how to avoid them

Spirit Legal on

Incoming payments pose liability risks for GmbHs on the brink of insolvency - Generally speaking, payments made by customers and debtors are always welcome. Unfortunately though, if a GmbH (German limited liability company)...more

International Lawyers Network

Establishing A Business Entity In Argentina (Updated)

Types of business entities - The two most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”) and the corporation (“Sociedad Anónima” or...more

Orrick - Employment Law and Litigation

Terminating the Managing Director of a German GmbH – How to Do it Legally Sound

The status of a managing director (Geschäftsführer) of a German limited liability company (GmbH) is determined (i) by the appointment as managing director and, thus, the corporate office as a legal representative of the...more

Farrell Fritz, P.C.

Ambiguous Advancement Provision Favors Former Officer and Director

Farrell Fritz, P.C. on

I’ve long been intrigued with the frequency of litigation — especially in Delaware Chancery Court — over advancement of legal fees of a corporate director or officer or LLC manager who’s the target of a lawsuit by the entity...more

International Lawyers Network

Establishing A Business Entity In Romania

1. Types of Business Entities - When entering the Romanian market, foreign investors have the option of incorporating a new legal entity with a Romanian legal personality or setting up a unit of a foreign mother company,...more

International Lawyers Network

Establishing A Business Entity In Ireland

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships...more

International Lawyers Network

Establishing A Business Entity In France

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

International Lawyers Network

Establishing A Business Entity In Estonia

1. Types of business entities - The most common types of companies in Estonia are the public limited liability company ("AS") and the private limited liability company ("OÜ"). The OÜ may be compared to a closed...more

International Lawyers Network

Establishing A Business Entity In Cyprus

1. INTRODUCTION - Having been a former British colony for several years of its history (from 1878 until its independence in 1960), the legal system of the Republic of Cyprus (hereinafter “Cyprus”) follows, to a great...more

Allen Matkins

Why Your Next Director Might Not Be An LLC

Allen Matkins on

From time to time the question arises about whether a limited liability company, corporation or some other form of entity. This is, in fact, a question that I tackled four years ago in this post. The short answer is that...more

Allen Matkins

Nevada Now Requiring Director Names Upon Incorporation

Allen Matkins on

Until this month, incorporators of Nevada corporations to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the...more

Mintz - Bankruptcy & Restructuring Viewpoints

Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say

Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more

Allen Matkins

When Partnership “Members” Are Employees

Allen Matkins on

Last week, I wrote about how AB 2883 changes the definition of “employee” vis-a-vis corporate directors. See Is A Corporate Director An Employee Subject To Workers’ Compensation? AB 2883 also rewrites the definition of...more

BCLP

Bankruptcy Courts Closing In – Will An Agreement Requiring Unanimous Consent To File For Bankruptcy Be Effective?

BCLP on

We’ve all seen it. The business opportunity looks enticing but is laced with risk about a potential bankruptcy filing down the road. As bankruptcy lawyers we are often asked how deals can be structured to prevent a...more

Bryan Cave Leighton Paisner

2015 Georgia Corporation and Business Organization Case Law Developments

This survey covers the legal principles governing Georgia businesses, their management and ownership. It catalogs decisions ruling on issues of corporate, limited liability company and partnership law, as well as transactions...more

Bilzin Sumberg

Editorial: Fla. Sets Strict Standard For Direct Shareholder Claims

Bilzin Sumberg on

Florida recently clarified the limited circumstances in which a corporate shareholder or limited liability company member has standing to bring a direct claim for damages relating to the company. On July 9, in Dinuro...more

Brownstein Hyatt Farber Schreck

2013 Nevada Business Entities Law Update

The 77th Nevada Legislature has adopted several amendments to Nevada’s business statutes affecting Nevada corporations and limited liability companies (LLCs). The amendments to Nevada Revised Statutes (NRS) Chapter 78...more

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