Limited Liability Companies

News & Analysis as of

Delaware Law Updates – Chancery Addresses Limitations of the Power to Delegate Authority to Third Parties in a Delaware LLC

In a recent Memorandum Opinion in Obeid v. Hogan, C.A. No. 11900-VCL, the Delaware Court of Chancery addressed the delegation of litigation authority by limited liability company ("LLC") managers. Christopher S. La Mack,...more

Luxembourg introduces a simplified private limited liability company to drive business creation

Bill of Law n°6777 (the Bill of Law or the New Law) which establishes a new simplified type of private limited liability company (“société à responsabilité limitée simplifiée”, “S.à r.l.-S”) or “company for 1 Euro” was voted...more

CARULLCA Amendment Purporting To Eliminate Surprise May Do The Opposite

Readers will know that I’m no fan of California’s Revised Uniform Limited Liability Company Act (aka CARULLCA). As originally enacted, the law was rife with technical errors. As the legislature continues to tinker with the...more

When a "Golden Share Veto" is Trumped by Federal Public Policy

Last month, the United States Bankruptcy Court for the District of Delaware was faced with a frequently-contested issue: whether a debtor’s bankruptcy petition was filed pursuant to proper corporate authority under state law....more

Unauthorized Transfers of Receivership Property: Void, Voidable or Ok?

Question: Unauthorized Transfers of Receivership Property: Void, Voidable or Ok? Answer: In a recent unpublished bankruptcy appellate panel decision (In Re Domum Locis, LLC, 2015 WL 4697747 (9th Cir. BAP 2015)), the BAP...more

One Year Extension for Compliance with the New Commercial Companies Law

The UAE’s new commercial companies law, Federal Law No. 2 of 2015 (the “New CCL”), took effect last year on 1 July 2015. The New CCL provides that any company that is not compliant with the law must amend its memorandum and...more

New Legislation Modernizes Luxembourg Company Law

The Luxembourg Parliament adopted two new laws on 18 July 2016 (the “New Laws”), which update key features of some of Luxembourg’s long-established and most frequently used corporate structures and introduce new structures....more

Delaware Law Updates – Freedom of Contract in LLC Structure Is Not Absolute Where Parties Seek Bankruptcy Relief

In re Intervention Energy Holdings, LLC, Case No. 16-11247 (D. Del. June 3, 2016), the Bankruptcy Court for the District of Delaware dealt with the issue of whether a Delaware LLC lacked authority to file a Chapter 11...more

Major reform of the Luxembourg Company Law: What’s new?

Bill 5730 amending the Luxembourg Company Law (the Bill of Law n°5730 amending the law of 10 August 1915 on commercial companies, the Civil Code and the law of 19 December 2002 on the register of commerce and companies and...more

Luxembourg's company law reform: Major reform and modernization of Luxembourg's company law

On 13 July 2016 the Luxembourg Parliament adopted a major company law reform, which is (i) modernizing the Luxembourg corporate law, (ii) granting legal certainty for certain practices that were previously subject to legal...more

Court Tackles Nonmember Appointed as a Special Litigation Committee

It is often said that Delaware limited liability companies are creatures of contract. Drafters of LLC agreements have the freedom to craft an LLC that best suits their goals. For instance, LLCs can be drafted to allow the...more

Delaware Bankruptcy Court: Corporate Debtor's Negotiated Waiver of Bankruptcy Protection Void as Contrary to Federal Public Policy

A provision in LLC's corporate governance document, the sole purpose and effect of which is to place into the hands of a single minority holder (who happens to be a Creditor of the LLC) the ultimate authority to deny the...more

MoFo New York Tax Insights - Volume 7, Issue 7

ALJ holds NYS Real Estate Transfer Tax Cannot Be Imposed on Sale of 45% Membership Interest in LLC - In an issue of first impression under the New York State real estate transfer tax, a New York State Administrative Law...more

California's First District holding closes loophole for evading removal jurisdiction in insurance coverage declaratory relief...

California law has long held that the parent and controlling shareholder of an insured corporation has no standing to sue for breach of contract or bad faith under an insurance policy issued to the corporation. In a published...more

Global Private Equity Newsletter - Summer 2016 Edition: Recent Developments in Acquisition Finance

Private equity sponsors should be aware of two recent court decisions. One involves fiduciary duties under state law that may be owing to a limited liability company borrower by its managers, in the context of receivables...more

DC Circuit Decision Likely to Reignite FERC Debate Over Tax Allowance for Pass-through Entities

The recent decision by the U.S. Court of Appeals for the District of Columbia Circuit in United Airlines Inc., et al., v. Federal Energy Regulatory, Case No. 11-1479, July 1, 2016 (United Airlines) will likely reignite a...more

Limited Liability Company Member Not an Employer Under NC Wage and Hour Act

The North Carolina Wage and Hour Act imposes liability on employers for failure to pay promised wages. The law is modeled after the federal Fair Labor Standards Act, and like the FLSA, individual managers and officers of a...more

Law Firm’s Suit against Partner over Domain Name Highlights Essential Control of Proper Registration

Partners in a business rarely title real property in the name of one individual partner. Businesses do not let employees title bank accounts for the business in their individual names. Yet, when it comes to domain names,...more

Lenders Cannot Prevent Borrowers From Filing Bankruptcy By Owning Minority Equity With Veto Power Over Borrower’s Decision To File...

In a recent decision, the U.S. Bankruptcy Court for the District of Delaware refused to enforce a provision in the debtor’s LLC operating agreement requiring a unanimous vote of the debtor’s members to authorize the debtor to...more

Texas Court of Appeals: Parties Cannot Recover Statutory Attorney's Fees from an LLC for Breach of Contract Claims

A recent decision from the Texas Court of Appeals in Houston closes the door to the recovery of attorney's fees from limited liability companies under Chapter 38 of the Texas Civil Practice and Remedies Code, one of the few...more

The New UAE Companies Law

The UAE Cabinet recently approved a proposal by Sultan bin Saeed Al Mansouri, Minister of Economy, to extend the grace period for compliance with certain aspects of the new UAE Commercial Companies Law (Federal Law No. 2 of...more

IRS Clarifies that Indirect Owners of Disregarded Entities Are Liable for Self-Employment Tax

The IRS recently released temporary regulations clarifying that an employee of a disregarded entity is liable for self-employment tax if the employee is a partner in the partnership that owns the disregarded entity. See...more

Delaware Bankruptcy Court Invalidates on Public Policy Grounds a “Golden Share” Provision in LLC Agreement Designed to Limit LLC’s...

In a June 3, 2016 decision, the United States Bankruptcy Court for the District of Delaware (“the Bankruptcy Court”) invalidated, on federal public policy grounds, a provision in the debtor-LLC’s operating agreement that it...more

My “Flippín” House?

Tax Strategies to Reduce Taxation and Build Wealth for House Flippers - Overview - I seem to be perpetually out to lunch. When I step on the scale too, this point is further confirmed. I do not know why I have...more

New IRS Audit Rules: Is Your Healthcare LLC Ready?

The Bipartisan Budget Act of 2015 (the “BBA”), which was signed into law in November 2015, contains significant changes to the way the IRS will audit partnerships beginning in 2018. These changes will also have far ranging...more

264 Results
|
View per page
Page: of 11
JD Supra Readers' Choice 2016 Awards

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×