News & Analysis as of

Limited Liability Company (LLC) Family Businesses

Farrell Fritz, P.C.

Recent Appellate Rulings Address Novel Issues in General Partnership Disputes

Farrell Fritz, P.C. on

The era of the old-fashioned general partnership long ago petered out, largely displaced by subchapter S corporations and, in the last few decades, limited liability companies, both of which allow pass-through taxation...more

Farrell Fritz, P.C.

Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest

Farrell Fritz, P.C. on

Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more

Farrell Fritz, P.C.

Fair Value Decision Caps Decade-Long Dispute Over Family-Owned Real Estate Holding Companies

Farrell Fritz, P.C. on

About 40 years ago, a son and his mother first teamed up to invest in purchasing and managing over a dozen buildings in New York through 4 co-owned entities, each owned on a 50/50 basis. Fast forward several decades and the...more

Rivkin Radler LLP

Transfers Within the Family Business: Gifts or “Ordinary Course” Transactions?

Rivkin Radler LLP on

It is not uncommon, in the context of a business entity in which a family owns a controlling or substantial interest, for an adviser to encounter intersecting gift and income tax issues. This week’s post will consider one...more

Rivkin Radler LLP

The Family-Owned Business, Stock Options, And Personal Goodwill – a Smorgasbord of Tax Issues

Rivkin Radler LLP on

Many of us have encountered variations of the following scenario: a parent owns and operates a business; one or more of their children are employed in the business; as the children mature and become more experienced and...more

Husch Blackwell LLP

Common Business Succession Planning Strategies

Husch Blackwell LLP on

Thoughtful succession planning can pave the way for a smooth transition and a thriving future for a company and its stakeholders. Here are a few techniques that business owners should consider....more

Farrell Fritz, P.C.

Who Died and Made You a Member? Second Department Resurrects LLC Dissolution Petition Brought by Deceased Member’s Estate.

Farrell Fritz, P.C. on

One of the most difficult periods in the lifecycle of a closely-held company is the period following the death of an owner.  Apart from having to fill whatever business responsibilities the deceased owner left behind, the...more

Bracewell LLP

New Saudi Companies Law 2022: Key changes, and next steps for Companies in KSA

Bracewell LLP on

On 28 June 2022, the Saudi Cabinet of Ministers approved the New Companies Law, and it was published in the official gazette (Umm Al Qura newspaper) on 4 July 2022 pursuant to Royal Decree No. (M/132) dated 01/12/1443H (the...more

Farrell Fritz, P.C.

General Partner’s Resignation Triggers Nonjudicial Dissolution of Limited Partnership

Farrell Fritz, P.C. on

A limited partnership without a general partner cannot lawfully continue. That’s why it’s critical that the limited partnership agreement thoughtfully address general partner succession and, when triggered, the agreement’s...more

Rivkin Radler LLP

Deferring the Tax Hit on a Grant Equity to an Employee – Are You Prepared to Enforce the Forfeiture Provision?

Rivkin Radler LLP on

“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

Farrell Fritz, P.C.

Winter Case Notes: Tax Estoppel (Not) to the Rescue and Other Decisions of Interest

Farrell Fritz, P.C. on

The New York Times yesterday published an article entitled Climate Change Enters the Therapy Room discussing persons suffering from “climate anxiety.” As a northeasterner, the frigid, snow-blessed, ground-freezing winter...more

Davis Wright Tremaine LLP

Family Business Law Basics: Choosing Your Entity

Hall of Fame NBA player Tim Duncan is aptly nicknamed "the Big Fundamental," a reference to his incredible proficiency at the game's foundational skills. In the same way that Duncan's focus on the fundamentals led him to five...more

Farrell Fritz, P.C.

The Doctrine of Tax Estoppel in Ownership Status Disputes

Farrell Fritz, P.C. on

Ownership status in a closely-held business is the first and most vital box almost every business divorce petitioner must check....more

Farrell Fritz, P.C.

Court Cancels Capital Call For Want of a Postage Stamp

Farrell Fritz, P.C. on

Who says email is more efficient and cheaper than regular mail? - Not the manager of the McGuire family real estate business after winning a lower court ruling only to see it reversed on appeal last month in a decision...more

Farrell Fritz, P.C.

Summer Shorts: Business Divorce Cases From Across the Country

Farrell Fritz, P.C. on

Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more

Burns & Levinson LLP

A Family History of the Austens

Burns & Levinson LLP on

Welcome to the story of the Austens — made-up people with a wild accumulation of fictional (but factual) circumstances that raise all kinds of probate and fiduciary litigation issues. What potential problems do you spot here?...more

Farrell Fritz, P.C.

Court Enforces LLC Agreement’s “Naked” Expulsion Clause

Farrell Fritz, P.C. on

Don’t Miss the 2020 LLC Institute Virtual Meeting! It’s that time of year again, when leading experts and practitioners in the field of closely held business entities gather for the LLC Institute’s spectacular CLE program....more

Gerald Nowotny - Law Office of Gerald R....

THE ACCIDENTAL ENTREPRENEUR PART IV

Structuring the family business. This is a solution for every taxpayer to triple a Roth contribution. #assetprotection #estateplanning #retirementplanning #employeebenefits #entrepreneur #taxplanning...more

Gerald Nowotny - Law Office of Gerald R....

THE ACCIDENTAL ENTREPRENEUR PART IV

Nowotny On Death and Taxes episode #26, The Accidental Entrepreneur Part IV - Creating the Family Pension Plan speaks to a solution for every taxpayer to triple a Roth contribution....more

Gerald Nowotny - Law Office of Gerald R....

The Accidental Entrepreneur – Part IV – Creating the Family Pension Plan

I have been pontificating ad nauseam some readers might say, on the benefits of structuring a family business and investment holdings in my recommended version of the ideal corporate set up. My recommended structure is the...more

Eversheds Sutherland (US) LLP

Expansion of the pool of accredited investors 

On August 26, 2020, the US Securities and Exchange Commission (the SEC) adopted amendments to Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), which...more

Morrison & Foerster LLP

SEC Adopts Amendments To Accredited Investor And Qualified Institutional Buyer Definitions

On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the definitions of “accredited investor” in Rule 501(a) under Regulation D and “qualified institutional buyer” in Rule 144A under the...more

Farrell Fritz, P.C.

Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest

Farrell Fritz, P.C. on

There’s tremendous diversity from state-to-state when it comes to statutory and judge-made law in business divorce cases. The basic fact patterns one sees in cases from across the country, however, don’t vary nearly as much....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Expands Accredited Investor Definition To Allow More Participation in Private Offerings

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to expand the definition of “accredited investor” in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,...more

Farrell Fritz, P.C.

Disputes Over Member Status Continue to Roil the LLC Waters

Farrell Fritz, P.C. on

I don’t know if empirical studies have been done comparing the relative frequency or ratio of disputes and litigation over member status in LLCs versus shareholder status in close corporations. My impression as an avid...more

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