News & Analysis as of

Managers Limited Liability Company (LLC)

Fox Rothschild LLP

NJ Appellate Court Outlines LLCs' Path to Rescind Erroneous Certificates of Dissolution

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A recent New Jersey appellate decision underscores the need for the leaders of limited liability companies (LLCs) to consider how to eliminate the risk of fraudulent, inaccurate or mistaken filings by former members and...more

Awatif Mohammad Shoqi Advocates & Legal...

How Can Managers Be Lawfully Removed under the Commercial Companies Law in the UAE?

In the UAE, the process for lawfully removing a manager from a company is governed by Federal Decree-Law No. 32/2021 on Commercial Companies. This comprehensive legislation outlines the procedures and requirements for the...more

International Lawyers Network

Establishing a Business Entity in Argentina (Updated)

Types of business entities - The two most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”) and the corporation (“Sociedad Anónima” or...more

McCarter & English, LLP

Next Stop, Revalidation Station: CMS Final Rule for Nursing Home Transparency to Prompt Off-Cycle Revalidation, Revised Form...

Nursing facilities should prepare to provide the Centers for Medicare & Medicaid Services (CMS) with additional information about their ownership, their managing employees and the parties providing certain financial and...more

Williams Mullen

North Carolina Business Court’s Recent Opinions on Advancements and Indemnification for Company Officials

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Serving as a company official—whether an LLC manager or an officer or director of a corporation—can sometimes be a risky prospect. Company officials on occasion find themselves at the center of complex litigation solely...more

International Lawyers Network

Establishing a Business Entity in Argentina (Updated)

Types of business entities - The two most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”) and the corporation (“Sociedad Anónima” or...more

International Lawyers Network

Establishing a Business Entity in Germany (Updated)

Anyone can establish a business in Germany - irrespective of citizenship, nationality, or place of residence. There is no specific investment legislation for foreign entrepreneurs. Any entrepreneur can make his choice from...more

International Lawyers Network

Establishing a Business Entity in Argentina (Updated)

Types of business entities - The two most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”) and the corporation (“Sociedad Anónima” or...more

International Lawyers Network

Establishing a Business Entity in Germany (Updated)

Anyone can establish a business in Germany - irrespective of citizenship, nationality, or place of residence. There is no specific investment legislation for foreign entrepreneurs. Any entrepreneur can make his choice from...more

International Lawyers Network

Establishing A Business Entity In Argentina (Updated)

Types of business entities - The two most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”) and the corporation (“Sociedad Anónima” or...more

Winstead PC

Court Affirms The Equitable Forfeiture Of A Manager’s Partnership Interest Due To Breach Of Fiduciary Duty And Discussed...

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In Michael D. Heatley v. Red Oak 86, L.P. & Charles Johnson, investors in a limited partnership sued the managing member for breach of fiduciary duty. No. 05-18-01083-CV, 2020 Tex. App. LEXIS 6592 (Tex. App.—Dallas August 17,...more

Winstead PC

Court Held That Manager Owed Limited Liability Company Fiduciary Duties And That A Derivative Action Could Still Be Pursued After...

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In Katz v. Intel Pharma, LLC, a minority member of a limited liability company sued a former manager for breach of fiduciary duty in a derivative action. No. H-18-1347, 2020 U.S. Dist. LEXIS 120389 (S.D. Tex. July 9, 2020)....more

Allen Matkins

LLC Interests - Securities Or Not?

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Unlike the Securities Act of 1933, California's Corporate Securities Law of 1968 includes interests in limited liability companies in the list of securities...more

International Lawyers Network

Establishing A Business Entity In Argentina (Updated)

Types of business entities - The two most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”) and the corporation (“Sociedad Anónima” or...more

Snell & Wilmer

Let Me Tell You ALLCA Bout It: Arizona Adopts ALLCA to Fill Gaps and Create Uniformity Amongst Arizona LLCs

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Arizona Governor Doug Ducey signed SB 1353 into law on April 10, 2018, repealing Arizona’s previous LLC laws and replacing them with the new Arizona Limited Liability Company Act—colloquially known as ALLCA.1 ALLCA becomes...more

Whitman Legal Solutions, LLC

Different Membership Classes Can Help Meet LLC Financing Needs

Separate classes a limited liability company (LLC) are like the different violin sections in an orchestra. The owners of all classes of units are LLC members. The LLC classes may be called Class 1 and Class 2, but neither...more

Stinson LLP

Members and Managers of Arizona LLCs Owe Common Law Fiduciary Duties to the Company

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The Arizona Supreme Court held on Tuesday that members and managers of Arizona limited liability companies (LLCs) owe common law fiduciary duties to the company, but that an operating agreement may limit such duties except...more

Clark Hill PLC

LEGAL ALERT: The Arizona Supreme Court Declares That LLC Members and Managers Have a Common Law Fiduciary Duty to Their LLC

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On June 25, 2019, the Arizona Supreme Court released its opinion in Sky Harbor v Patel, to answer some long-standing questions about the duties that LLC members and managers have to their LLC under Arizona common law. The...more

Winstead PC

When Temptation Trumps Restraint: Limits of the Protection of LLC Managers

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...Temptation is powerful. We all know this well, which is why these quotes by author and bon vivant Oscar Wilde, and actress and legendary sex symbol Mae West evoke nods of agreement. But giving into temptation can result...more

Winstead PC

Heavy is the Head That Wears the Crown: Overcoming Legal & Business Challenges Faced by Majority Owners of Texas Limited Liability...

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The majority owners of private Texas limited liability companies (LLC’s) enjoy a mixed blessing when they also manage their companies. Majority owners have the power to direct their private companies as they deem fit, but...more

International Lawyers Network

Establishing A Business Entity In Germany

Anyone can establish a business in Germany - irrespective of citizenship, nationality or place of residence. There is no specific investment legislation for foreign entrepreneurs. Any entrepreneur can make his choice from...more

K&L Gates LLP

For Cause Removal Must Be For Cause

K&L Gates LLP on

In A&J Capital, Inc. v. Law Office of Krug, Civil Action No. 2018-0240-JRS (Del. Ch. January 29, 2019), the Delaware Court of Chancery granted an LLC manager a final declaratory judgment that the manager had been improperly...more

Patton Sullivan Brodehl LLP

Does an LLC Manager’s “Sole Discretion” Eliminate the Implied Covenant of Good Faith and Fair Dealing?

It is no secret that LLC managers enjoy a lot of discretion regarding how they operate the LLC. Members of the LLC often find it difficult to challenge the manager’s decisions on key transactions, investments, and other...more

Fox Rothschild LLP

Important Changes To The Illinois LLC Act

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Changes to the Illinois Limited Liability Company Act that took effect on July 1, 2017 may impact either your current Illinois LLCs or your future ventures. The changes generally conformed Illinois law more closely to a model...more

Mintz - Bankruptcy & Restructuring Viewpoints

Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say

Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more

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