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
Master-series funds are definitely not on our desks on a daily basis; however, they do arise from time to time, and certainly as transactions are becoming more and more bespoke. Care should be taken by lenders when lending to...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
In Fidelity National v. Osborn III Partners LLC, the Arizona Supreme Court recently decided the question of whether mechanics’ liens filed by a general contractor are a construction lender’s “own darn fault” if the liens...more
One feature commonly seen in commercial lending transactions is a waiver of the borrower’s authority to file for bankruptcy without the consent of the lender. While such “blocking” provisions are generally upheld where the...more
Lenders often attempt to limit what a borrower can do outside the ordinary course of business by negotiating contractual protections. Some of these provisions are designed to make the borrowers bankruptcy remote by, for...more
When is a loan not a loan? When it’s something else – for example, equity. This is one of those pesky facts and circumstances issues that plague courts, taxpayers, and tax advisers to no end. Debt- On one end of the...more
We are often asked by our clients: “What are you seeing? Anything interesting in the market on your side?” Our answer, as Cayman counsel, is more often than not that we are a ship floating in a tide and what they see as...more
Springing Members are a tool that a structured finance Lender can use to reduce the risk that a Borrower will dissolve under state law. Under most state laws, an LLC that does not have at least one member will dissolve. ...more
On October 31, 2020, the U.S. Small Business Administration (“SBA”) published a Notice in the Federal Register seeking approval from the Office of Management and Budget for the collection of information through, among other...more
Courts sometimes disagree over whether provisions in a borrower's organizational documents designed to prevent the borrower from filing for bankruptcy are enforceable as a matter of federal public policy or applicable state...more
On September 4, 2020, the Federal Reserve Bank of Boston (the “Reserve Bank”) announced that the Main Street Lending Program’s Nonprofit Organization New Loan Facility (the “NONLF”) and Nonprofit Organization Expanded Loan...more
The U.S. Small Business Administration (SBA), in consultation with the U.S. Department of the Treasury (Treasury), recently released a series of Frequently Asked Questions (the Forgiveness FAQs) focusing on forgiveness of...more
In a recent Delaware ruling, Judge Mary F. Walrath declines to follow the Fifth Circuit and holds that “a minority shareholder has [no] more right to block a bankruptcy… than a creditor does.” Real estate and other lenders...more
On April 30, 2020, the Department of the Treasury and the Federal Reserve Board released a set of “Frequently Asked Questions” (FAQs) relating to the Main Street Business Lending Program (Main Street Program), which was...more
On April 15, 2020, the U.S. Small Business Administration issued a new interim final rule (link) (the “Guidance”) that supplements prior guidance with respect to the Paycheck Protection Program (the “PPP”). Among other...more
The Delaware legislature has enacted a change to Delaware LLC law that enables a single LLC to divide into two or more LLCs. A similar procedure is available for Delaware limited partnerships, but this article addresses only...more
When a family business borrows money, the lender often requires some or all of the business owners to guarantee the loan. If one of the business owner guarantors pays on the guaranty, that guarantor is entitled to...more
The Situation: The new Belgian Code of Companies and Associations ("BCCA") which enters into force on May 1, 2019, will significantly impact banking transactions involving Belgian companies. The Result: The BCCA introduces...more
Recent changes to the Delaware Limited Liability Act (the “Act”) will require modification to Lenders’ forms of loan documentation, at least as they relate to loans to Delaware LLCs. The Act was amended effective as of August...more
Lenders risk losing collateral and credit support and other adverse results if provisions in new loan documents restricting merger and sale of assets are not properly drafted following a recent change in Delaware law...more
To maintain its national preeminence, the Delaware Legislature recently amended the State's Limited Liability Company Statute to grant Delaware LLCs a right which will be of concern to lenders. It amended its LLC law to...more
Delaware has adopted amendments to its Limited Liability Company Act that permit so-called “divisions” to be effected by a Delaware limited liability company (“LLC”). These amendments, which became effective on August 1,...more
Lenders should modify restrictive covenants related to mergers, reorganizations, acquisitions and similar transactions in new and amended loan documents due to amendments to the Delaware Limited Liability Company Act...more
Limited liability protections afforded by various corporate, limited liability, or limited partnership laws normally insulate business owners from personal liability for their business's debts. However, lenders routinely...more
In In Re Lexington Hospitality Group, LLC, the United States Bankruptcy Court for the Eastern District of Kentucky thwarted a lender’s efforts to control whether its borrower could file bankruptcy. As a condition to the loan,...more