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
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
Most reputable online marketplaces have long offered policing programs to address counterfeiting of registered copyrights and trademarks. The copyright or trademark owner needs only to provide the marketplace with a copy of...more
In some cases, owners of an LLC provide in their Operating Agreements that any disputes involving the LLC or arising out of the Operating Agreement, including a business divorce, must be litigated in a private arbitration...more
Most often a lawsuit begins with the filing of a summons and complaint or summons with notice. CPLR 304. Once the lawsuit is commenced, the plaintiff is required to serve the defendant(s) with process – the event by which...more
A recent ruling by the U.S. District Court for the District of Massachusetts in a restrictive covenant case, Ascend Learning, LLC v. Bryan and SPIN-Learning, LLC, No. 22-cv-11978 (August 16, 2023), has implications for the...more
The recent Delaware Court of Chancery decision in Dlayal Holdings, Inc. v. Al-Bawardi; Dlayal Holdings, Inc. v. Rodger Gracey, et al.; COORD: 2020-1067-LWW, 2020-1070-LWW (Del. Ch. Dec. 27, 2021) examines whether three Kansas...more
A patentee may establish “minimum contacts” in a forum, thus subjecting itself to specific personal jurisdiction, by sending a cease and desist letter to the forum. Precedent concerning this issue has been evolving....more
The Appellate Law Practice Group of Roetzel & Andress represented clients in a wide variety of cases in both state and federal courts, appealing adverse trial court rulings and successfully defending lower court victories on...more
CLP Toxicology, Inc. v. Casla Bio Holdings LLC, C.A. 2018-0783-PRW (Del. Ch. Jun. 29, 2020) & NC18C-10-332 PRW CCLD (Del. Super. Jun. 29, 2020) - In both the corporation and LLC contexts, Delaware law employs consent...more
EnerQuest Oil & Gas, L.L.C. v. Antero Resources Corporation, No. 02-18-000178CV, 2019 BL 130860 (Tex. App. – Fort Worth Apr. 11, 2019) - A Texas appellate court recently found that an out-of-state Oklahoma-based limited...more
In the recent decision of CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Mar. 27, 2019), the Delaware Court of Chancery addressed whether certain named defendants were subject to jurisdiction in...more
CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Mar. 27, 2019). Section 109 of the Delaware Limited Liability Company Act is an “implied consent” statute. It provides for personal jurisdiction in...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 deciding whether to remove a case when an LLC is a party it is necessary to look at the citizenship of the LLC’s members to determine whether there is diversity for subject matter jurisdiction. However, citizenship of...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
In 2017, the New York Commercial Division continued to implement new rules and refine existing rules in order to streamline litigation in the court. The year also saw some key decisions by the Commercial Division as well as...more
On September 1, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed claims for breaches of contract and fiduciary duty brought by plaintiffs against a prospective business partner,...more
The Supreme Court’s decision five months ago in TC Heartland v. Kraft Food Group Brands was a sea change in the way courts interpret venue for patent infringement cases. Since the Federal Circuit’s decision in VE Holding...more
Alien Tort Statute (ATS)/Political Question Doctrine/Foreign Sovereign Immunity Act (FSIA)/ Act of State Doctrine - District Court Dismisses ATS Claim Where Alleged Conduct in US was not Directly Linked to Injuries...more
This decision explains how a provision in an LLC agreement waiving fiduciary duties is to be applied in the context of conflicted transactions. It is a good summary of Delaware law on that issue. ...more
The Delaware LLC Act provides for personal jurisdiction in Delaware over those who manage a Delaware LLC—i.e., those who are named as managers in the LLC agreement, and those who participate materially in the LLC’s...more
DNA Genotek Inc. v. Spectrum DNA, et al., C.A. No. 15-661 - SLR, February 4, 2016. Robinson, J. Defendants’ motion to dismiss for lack of personal jurisdiction is denied without prejudice to renew. Plaintiff’s motion...more
Last Friday’s post concerned whether a plaintiff could establish jurisdiction by tagging a corporate officer attending a conference in California. The question was whether a corporation is present wherever its officers are...more