Bar Exam Toolbox Podcast Episode 278: Listen and Learn -- Partnership Liability
Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation
Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Why Cannabis Related Businesses Must Consider Legal and Tax Issues
NGE On Demand: Profits Interests: Granting & Receiving with Patty Cain and Josh Klein
Law School Toolbox Podcast Episode 280: Listen and Learn -- Piercing the Corporate Veil
Bar Exam Toolbox Podcast Episode 120: Listen and Learn -- Piercing the Corporate Veil
Byron Egan – Upcoming Release of EGAN ON ENTITIES Third Edition
THE ACCIDENTAL ENTREPRENEUR PART IV
Navigating the LLC Jungle - I Know a Lawyer Podcast
THE ACCIDENTAL ENTREPRENEUR
Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
Episode 20: The LLC's Two Worlds: A Conversation with Professor Peter Molk (Part Two)
Episode 19: The LLC’s Two Worlds: A Conversation with Professor Peter Molk (Part One)
Lowndes Client Corner Podcast Episode 5 - Winter Park Distilling Company Brews One-Of-A-Kind Facility in Winter Park
Investment Management Update – Exit Strategies
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
The federal Corporate Transparency Act (the “CTA”) has prompted certain states to consider their own laws aimed at increasing the transparency of beneficial ownership. This article delves into the recently enacted New York...more
In early February, a Delaware bankruptcy judge set new precedent by granting a creditors’ committee derivative standing to pursue breach of fiduciary duty claims against a Delaware LLC’s members and officers. At least three...more
Governor Kathy Hochul signed the law in December 2023 setting out disclosure requirements for limited liability companies (“LLCs”) organized or doing business in New York and creating a database of beneficial owners of New...more
The Delaware Court of Chancery has been increasingly willing of late to strike down non-compete covenants as overbroad, a trend accompanied by a growing unwillingness to “blue pencil” agreements by narrowing terms to what the...more
The recent detention of a restructuring professional in the United Arab Emirates serves as a stark reminder that directors and officers of insolvent or distressed companies can face personal liability for their actions or...more
New York is poised to impose its own set of disclosure requirements on certain businesses later this year with a new law that mirrors the federal Corporate Transparency Act (CTA). In December, Gov. Kathy Hochul signed into...more
On May 25, 2023, the Texas Legislature passed HB 19, legislation that creates specialized business courts. The bill now will make its way to the Governor’s desk for consideration. Here is what you need to know now:...more
A California federal court recently held that all governance token holders were responsible for any losses suffered in a security incident. Specifically, the court, in denying a motion to dismiss, ruled in part in favor of a...more
A federal law adopted in 2021 takes effect on January 1, 2024, and imposes reporting obligations on many entities that may not be accustomed to reporting much information. This article provides a brief overview of the law,...more
A common concern of estate planning and business planning clients is protecting their assets from a future creditor claim. These claims can arise in the operation of a business, the provision of medical or other professional...more
In a short order of affirmance issued last week, the Nevada Supreme Court affirmed a basic requirement of derivative litigation. J. McDonald Co. v. Tropical & Losee, LLC, 2022 WL 6833521 (Nev. Oct. 11, 2022). The case...more
In April, I wrote about AB 2431 which modifies the statement of information a statement requirement for LLCs. In 2020, the legislature enacted AB 3075 (Gonzalez) to require that statements of information filed with the...more
California's Limited Liability Company Act provides that when an LLC is a manager-managed limited liability company, as defined in Corp. Code § 17701.03(o), every manager is an agent of the LLC for purposes of its business...more
Creditors of distressed businesses are often frustrated by shareholder-controlled boards when directors pursue strategies that appear to be designed to benefit shareholders at the creditors’ expense. In these circumstances,...more
Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution of the corporation/LLC under...more
Was bereits in unserem am 28.04.2022 veröffentlichten Artikel angekündigt wurde, wird nun Realität – der Bundestag hat am Donnerstag, den 23.06.2022 nach halbstündiger Aussprache einen Gesetzentwurf der Bundesregierung zur...more
In a recent ruling, U.S. District Court Judge Dale A. Drozd applied California law to the determination of which law to apply to an alter ego claim...more
On May 2, 2022, a putative class action was filed against a decentralized autonomous organization (DAO) and its members seeking to recover $55 million in cryptocurrency losses stolen during a hack into the DAO’s decentralized...more
A complaint filed in federal court will test the boundaries of protection from liability for individuals behind decentralized autonomous organizations. On May 2, 2022, a putative class action was filed in the US District...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
Delaware has long been a preferred jurisdiction for business formation, partly because of its well-developed body of case law with respect to commercial disputes (which makes predicting the outcome of – and thus resolving –...more
The “Great Resignation” as it has been called reflects the large number of employees leaving the traditional workforce, and many of those departing employees are leaving hourly or salaried positions to start their own new...more
Section 1601 of the California Corporations Code grants any shareholder the right to inspect the accounting books, records, and minutes of board and shareholder meetings for a purpose reasonably related to the shareholder's...more
Reverse veil piercing involves subjecting an entity to the liabilities of its owner. As Professor Bainbridge has noted, there are two types of reverse veil piercing...more
Creative attempts to ‘pierce the corporate veil’ sometimes come before the Courts of Bermuda, the British Virgin Islands, and the Cayman Islands. In some cases, an attempt is made to establish personal liability on the...more