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 Patent Trial and Appeal Board instituted an inter partes review over patent owner’s objections that the petition did not timely identify all real parties-in-interest (RPI) and was filed by a phantom legal entity after...more
To exercise valid jurisdiction over any claim, a federal court must have both personal jurisdiction and subject matter jurisdiction. Subject matter jurisdiction can be based on diversity of citizenship, the presence of a...more
On September 30, 2022, FinCEN published the Ultimate Beneficial Ownership (UBO) Reporting Rule (the Rule), which implements reporting requirements regarding Beneficial Ownership Information (BOI) under the Corporate...more
Delaware remains the most popular jurisdiction for the domestic formation of private equity and venture capital funds (a “Fund”) as either a limited partnership or limited liability company. In fact, 54.8% of the deals...more
The Corporate Transparency Act (CTA) introduces beneficial ownership reporting requirements effective January 1, 2024, for new and existing companies. Below is an overview of the new reporting obligations imposed by the CTA....more
Section 17701.10 of California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes...more
In certain circumstances, shareholders of corporations and members of limited liability companies can obtain confidential communications between corporate management and the company’s attorney that would otherwise be...more
It’s been many years since our last pop quiz for all you business divorce aficionados. Time for another. See how many you get right before you read the answers...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 new industry is emerging in the United States, and entrepreneurs in the psychedelics space must make critical decisions at the onset of new ventures regarding how to set up and structure their new businesses. While there is...more
Jurisdiction always matters. Of course, litigants and the courts tend to focus on the merits. After all, the merits, not rote jurisdictional analyses, are what a lawsuit is all about. But parties cannot ignore basic...more
The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued its highly anticipated final rule implementing the beneficial ownership information (BOI) reporting requirements of the Corporate...more
Can a Lawsuit Filed With the Intent to Remain in State Court Actually Avoid Removal? In December 2021, our office (DBL Tulsa) filed an action in a State of Oklahoma district court against two entity defendants, alleging...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
As I wrote here, in 2016 the Manhattan-based Appellate Division, First Department decided Raharney Capital LLC v Capital Stack LLC, overruling its own precedent and joining appellate rulings by the other Departments holding...more
Adam Beeman claimed to be a member in Legacy Insurance Solutions, LLC, a California limited liability company. In support of his claim to membership, he submitted two operating agreements identifying himself as a member. ...more
In our August 2017 alert, we cautioned that Delaware choice-of-law provisions standing alone will not confer jurisdiction in Delaware. To best support an argument for litigating in Delaware, we advised that a combination of...more
The proverb “All for the want of a horseshoe nail” aptly describes the possibly mortal blow dealt by the Appellate Division’s recent decision in Favourite Ltd. v Cico, 2020 NY Slip Op 01463 [1st Dept Mar. 3, 2020], to a...more
One might reasonably expect that California law will apply to matters involving the transfer of securities issued by corporations and other issuers organized under California law. These California issuers, however, are free...more
A common misconception is that the securities laws of an issuer's state of formation govern all offers and sales of that issuer's securities. In California, however, the application of the state's securities laws turns on...more
Many California-based LLC managers and members are lured by the potential benefits of forming the LLC under the laws of a jurisdiction outside of California. Delaware can be an enticing option. Delaware is known for its...more
In Perry v. Neupert, the Delaware Court of Chancery found that it could exercise personal jurisdiction over a Liechtenstein entity under the conspiracy theory of jurisdiction....more
When one partner or members seeks the dissolution of a California limited partnership or limited liability company, the other partners or members may keep the LP or LLC alive by purchasing, for cash, the interests owned by...more
A recent decision from the Ninth Circuit Court of Appeals highlights an existing circuit split regarding appellate standing. Courts in the Fourth and Seventh Circuits have disagreed whether objection and attendance at a...more
LVI Group Investments LLC v. NCM Group Holdings LLC, C.A. No. 12067-VCG (Del. Ch. Mar. 28, 2018) - In Hazout v. Tsang Mun Ting, 134 A.3d 274 (Del. 2016), the Delaware Supreme Court expanded the basis for personal...more