News & Analysis as of

Limited Liability Company (LLC)

Michigan Supreme Court Clarifies Statute of Limitations for Shareholder/Member Oppression Claims

by Miller Canfield on

When does the statute of limitations start running on claims for minority shareholder/member oppression under Michigan law? In its recent decision in Frank v. Linkner, a unanimous Michigan Supreme Court answered that...more

All Partnerships Need to Adapt to the New Partnership Audit Rules Now

by Hinshaw & Culbertson LLP on

Historically, partnerships and multiple-member limited liability companies ("LLCs") taxed as partnerships generally have not had to pay income taxes at the partnership level. As a result of federal tax law changes effective...more

Delaware Ruling Highlights Difference With New York Over Amending LLC Agreements

by Farrell Fritz, P.C. on

The common perception among practitioners familiar with the business entity laws of New York and Delaware is that Delaware law generally is friendlier to, and more protective of, majority ownership and management interests....more

Fiduciary Duties After Pennsylvania’s Act 170

by Fox Rothschild LLP on

As was alluded to in a prior blog post, one of the major changes that has been enacted through Pennsylvania’s Act 170 is the ability, through the operating agreement, to contractually vary fiduciary duties of members and...more

Doing Business in Saudi Arabia 101: Investing in the Kingdom

by Dechert LLP on

President Donald Trump will be making his first official overseas trip as president to the Kingdom of Saudi Arabia, commencing May 20, 2017. During the course of the president’s trip, over US$100 billion worth of...more

Assignment of LLC Interest Defeats Standing Despite Alleged Lack of Consideration

by Farrell Fritz, P.C. on

The rules of “standing” in business divorce litigation generally require that the plaintiff have an ownership interest in the business entity at the time of the alleged wrongful conduct and, for derivative claims brought on...more

Aim Carefully Before Pulling Trigger on Shotgun Buy-Sell Agreement

by Farrell Fritz, P.C. on

At least on paper, shotgun provisions in shareholder and operating agreements provide an elegant and efficient buy-out solution when business owners can’t get along and need a divorce. In a two-owner company, the one who...more

Checklists for Small Business Corporate Housekeeping

by PilieroMazza PLLC on

It’s spring and it seems like a good time to make sure your corporate records, documents, and information are in order. We’ve had several blog posts recently about getting ready to sell your company. One of the key pieces in...more

Debt Dialogue: April 2017 - Creditor Barred from Bringing a Derivative Action Against an Insolvent Delaware Limited Liability...

In a recent ruling, Trusa v. Nepo (Del. Ch. April 13, 2017), consistent with prior case law, Vice Chancellor Montgomery-Reeves of the Delaware Chancery Court held that a creditor cannot bring a derivative action against a...more

The limits for interested-party transactions defined

by Dentons on

On 2 May 2017 the Central Bank of Russia published a Directive in which it defined limits for application of the Corporate Laws on interested-party transactions. The limits are taken into account when the price or book value...more

Delaware Law Updates – The Steadfast Refusal Of The Delaware Courts To Grant Creditors Quasi-Standing To Assert Fiduciary Claims...

by McCarter & English, LLP on

In Trusa v. Nepo, et al. (Xion Management, LLC), Del. Ch. C.A. No. 12071-VCMR (April 13, 2107), the Delaware Court of Chancery again fortified the Delaware limited liability company against growing attacks by creditors...more

Trust But Verify Regarding Financial Information

Minority owners of closely-held corporations (in New Jersey) often put themselves in a position where they are cut off from access to the company’s books and records. When that happens, several things can occur, and few of...more

Business Law Update - May 2017

by Barley Snyder on

Through June 19, the Pennsylvania Tax Amnesty Program will waive all penalties and slash the interest rate on outstanding tax delinquencies that existed as of the end of 2015. Both the state and the Pennsylvania Department of...more

The Limited Liability Company Agreement That Has No Name

by Allen Matkins on

Practitioners under California’s Revised Uniform Limited Liability Company Act will be familiar with the concept of an “operating agreement” (Cal. Corp. Code § 17701.02(s)). Indeed, I expect that nearly every LLC formed...more

Treating Partners as Employees – Overview and Update

by Ballard Spahr LLP on

Limited liability companies (LLCs) have become the fastest-growing entity choice for businesses in recent years. LLCs provide flexibility in operations and distributions. However, to the surprise of many businesspeople, if an...more

Legal and Tax Conversions: Changing Your Company Structure Without Changing Your Company

by Varnum LLP on

Do you remember talking with your co-founders, your attorney and your accountant about what type of entity you should choose for your new company? And all of that discussion about limited liability, governance structure,...more

Tax Sales and Bankruptcy Stays

It is well understood that under section 362 of the Bankruptcy Code, a bankruptcy filing triggers an “automatic stay” preventing creditors from taking any act to obtain possession of or enforce a lien against property of the...more

Court Holds That Members of LLC May Owe Each Other Fiduciary Duties

by Winstead PC on

In B Choice v. Epicentre Development Associates, the federal district court affirmed a magistrate’s recommendations concerning whether members of an LLC owe fiduciary duties to each other in Texas. No. H-14-2096, 2017 U.S....more

Alter Ego and the Nevada LLC

by Allen Matkins on

California’s version of the Revised Uniform Limited Liability Company Act expressly subjects members to potential alter ego liability...more

Two Important New International Tax Filings

by Charles (Chuck) Rubin on

While not the only international reporting changes that are occurring, there are two significant ones that apply for the current filing season for 2016 returns. First is the FBAR, which reports interests in foreign...more

New District of New Jersey Case Shows Importance of Requiring Drivers to Form Corporate Entities in Misclassification Cases

by Genova Burns LLC on

Late last month, District of New Jersey Judge Robert B. Kugler partially granted FedEx Ground Package Systems Inc. (“FedEx”)’s Motion to Dismiss in a trucking misclassification case. The court dismissed several claims but...more

Money, Dirt and Steel: Spring 2017

by Williams Mullen on

When Are Your Subcontractor's Employees Your Employees? In January, the Fourth Circuit Court of Appeals entered its decision in Salinas v. Commercial Interiors, Inc., ruling that a contractor and its subcontractor can be...more

Utah 2017 Legislative Update – Employment Law Issues

by Payne & Fears on

The 2017 session of the Utah Legislature produced few bills affecting employment law; but two bills recently signed by the Governor and one bill that was not passed this year may have an impact on Utah businesses....more

Finnish Supreme Administrative Court ruled on carried interest in private equity structures

by DLA Piper on

On 16 March 2017, the Supreme Administrative Court (SAC) of Finland issued a ruling on the tax treatment of carried interest in a private equity structure. The SAC ruled that carried interest is taxed as income of the limited...more

[Webinar] Landmark Tax Court Self-Employment Tax Decision; Post-Mortem Planning for Business Owners; Reimbursing Deemed Owner of...

by Thompson Coburn LLP on

This free webinar will orally discuss my 1st Quarter 2017 newsletter, including: - For the first time ever, the Tax Court ruled that a member of a limited liability company was not subject to self-employment tax. We...more

668 Results
|
View per page
Page: of 27
Cybersecurity

"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 using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*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.
Feedback? Tell us what you think of the new jdsupra.com!