News & Analysis as of

Limited Liability Company (LLC)

AFRICA - A Legal Guide for Business Investment and Expansion: Egypt

1 .What role does the government of Egypt play in approving and regulating foreign direct investment? Egypt has traditionally been a leader in the Arab world in the political, cultural, and economic spheres. Due to recent...more

U.S Tax Court Bounces Rev. Rul. 91-32: Sales of Partnership Interests by Foreign Partners May Not be Subject to U.S. Tax

by Dickinson Wright on

The practice of tax law is an exercise of statutory interpretation. A recent opinion of the U.S. Tax Court, Grecian Magnesite Mining, Indust. & Ship. Co. v. C.I.R., 149 T.C. No. 3 (July 13, 2017), is illustrative. Grecian...more

Piercing The Corporate Veil In Texas

by Fox Rothschild LLP on

Texas has long been one of the best locations to start a business, and a big reason for this is the liability protection afforded by the business-friendly Texas courts. Most business owners seek to limit their personal...more

Tenth Circuit Upholds Confirmation Of Arbitral Award In LLC Dissolution Dispute

by Carlton Fields on

The Tenth Circuit recently affirmed a district court’s confirmation of an arbitration award in a dispute regarding the dissolution of Knowledge Strategy Solutions, LLC (“KSS”). KSS was a partnership between the professional...more

U.S. Tax Court Bounces Rev. Rul. 91-32: Sales of Partnership Interests by Foreign Partners May Not be Subject to U.S. Tax

by Dickinson Wright on

The practice of tax law is an exercise of statutory interpretation. A recent opinion of the U.S. Tax Court, Grecian Magnesite Mining, Indust. & Ship. Co. v. C.I.R., 149 T.C. No. 3 (July 13, 2017), is illustrative. Grecian...more

Big Tax Court Win for Foreign Investors in U.S. Partnerships

by Alston & Bird on

A foreign investor, not engaged in a U.S. trade or business, can sell stock in a U.S. corporation without fear of U.S. tax liability (with the notable exception of stock in certain U.S. corporations heavily invested in U.S....more

Charging Orders

A “charging order” allows a judgment creditor to receive a debtor’s share of distributions from a limited liability company (LLC) or a partnership. With the proliferation of LLCs in the last 20 years, understanding “charging...more

Court Finds That Breach Of Fiduciary Duty Claims Is Preempted By Trade Secrets Claim

by Winstead PC on

In Super Starr Int’l, LLC v. Fresh Tex Produce, LLC, a Texas entity that distributes produce throughout the United States filed suit against another Texas entity that imports foreign grown produce into the United States and...more

It’s a Partnership! No, It’s an LLC! No, It’s Both!

by Farrell Fritz, P.C. on

In 1981, three partners formed a general partnership to own and operate a rental property. Their partnership agreement fixed a 30-year term, to 2011. In 2003, the partners formed a new LLC maintaining the same ownership...more

Grecian Magnesite: Tax Court Finds Reliance on a US Tax Advisor Establishes Reasonable Cause

On July 13, 2017, the Tax Court, in Grecian Magnesite, Industrial & Shipping Co., SA v. Commissioner, 149 T.C. 3 (2017), rejected Internal Revenue Service (IRS) arguments that, in order to establish good faith reliance, the...more

Court Declines To Impose Alter Ego Liability On LLC’s President

by Allen Matkins on

In general, the debts, obligations, or other liabilities of a California limited liability company do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a...more

Newsflash: Tax Court Reverses IRS Revenue Ruling

by Dechert LLP on

A recent U.S. Tax Court case, Grecian Magnesite (149 T.C. No. 3, July 13, 2017), has declared invalid the long-standing U.S. government position that a non-U.S. person’s sale of an interest in a partnership (in this case, a...more

Employee Loan Or Compensation?

by Farrell Fritz, P.C. on

Everyone recognizes the importance of debt financing to a business. The business needs liquidity to purchase or improve assets, or to pay expenses. It borrows the necessary funds from an institutional lender that requires...more

Alert: New Tax Court Decision Opens the Door for Tax Planning for Non-US Investors into US LLCs

by Cooley LLP on

On July 13, 2017, the US Tax Court issued a decision which may provide non-US investors more flexibility and potentially better tax outcomes with respect to structuring their investments into US LLCs and partnerships....more

Will Your Family-Owned LLC Be Required to Pay the Fair Value of a Withdrawing Member’s Interest?

by Murtha Cullina on

Family-owned businesses that are organized as limited liability companies typically reflect the terms of the company’s governance, along with the members’ financial rights and obligations, in a written operating agreement....more

Episode 013: Interview with Justice Carolyn E. Demarest (Ret.) on Business Divorce Litigation

by Farrell Fritz, P.C. on

During her many years as Presiding Justice of the Brooklyn Commercial Division, New York Supreme Court Justice Carolyn E. Demarest (Ret.) decided some of the most important and challenging business divorce matters including...more

Developments in FICA and self-employment tax affect partners and S corporations

by Thompson Coburn LLP on

I was recently honored to serve as a guest columnist in the June 2017 “Shop Talk” column in WG&L’s Journal of Taxation. The article, “Developments in FICA and Self-Employment Tax Affect Partners and S Corporations,” tied...more

Holding the Bag: Update Your Operating Agreement or Face the Tax Consequences

by Partridge Snow & Hahn LLP on

New Law – Direct Assessment of LLC Tax Liability - The Tax Equity and Fiscal Responsibility Act (“TEFRA”) has governed the procedures for auditing partnerships since 1982. Under TEFRA, if the IRS audited an LLC taxed as a...more

Important Changes To The Illinois LLC Act

by Fox Rothschild LLP on

Changes to the Illinois Limited Liability Company Act that took effect on July 1, 2017 may impact either your current Illinois LLCs or your future ventures. The changes generally conformed Illinois law more closely to a model...more

New Legal Requirements For GmbH-Shareholders' List

by Reed Smith on

On 26 June 2017, the Act on the Implementation of the Fourth EU Anti Money Laundering Directive entered into force. One of the key points of the Act is the establishment of an electronic Transparency Register, which is...more

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

Delaware Law Updates - TransPerfect’s Controversial Business Divorce Continues, Illustrating The Need For LLC Operating Agreements

by McCarter & English, LLP on

Many have heard of the highly publicized litigation involving TransPerfect Global, Inc. ("TransPerfect" or the "Company"), a Delaware corporation and one of the world’s leading providers of translation and litigation support...more

July 2017 Federal Tax Alert – New Partnership Audit Regulations

The U.S. Treasury Department and the Internal Revenue Service (“IRS”) recently reissued 277 pages of proposed regulations and a preamble (REG-136118-15) regarding the new centralized partnership audit rules enacted as part of...more

California Supreme Court Confirms: Pony Up the Documentary Transfer Tax

by Nossaman LLP on

The California Supreme Court just dealt a blow to taxpayers who transfer interests in real estate-owning LLCs and other entities. In 926 North Ardmore Avenue, LLC v. County of Los Angeles (Cal. S. Ct. No. S222329, June 29,...more

Commercial Division Flags Novel Issue of Reasonable Reliance In LLC Member Battle

In PMC Aviation 2012-1 LLC et al. v. Jet Midwest Group, LLC et al., No. 654047/2015, BL221447 (Sup. Ct. Jun. 21, 2017), Commercial Division Justice Shirley Kornreich denied a motion to dismiss a fraudulent inducement claim by...more

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