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