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MoFo New York Tax Insights - Volume 7, Issue 8

ALJ holds that a Retailer Must File on a Combined Basis with a Related Intellectual Property Licensing Company - A New York State Administrative Law Judge has held that a retailer must file combined corporate franchise...more

Supreme Court Rules that Citizenship of a Real Estate Investment Entity is Based on Citizenship of its Members, Which Includes...

On March 7, 2016, the U.S. Supreme Court (the “Supreme Court”) ruled that the citizenship of a Real Estate Investment Entity (“REIT”), for purposes of federal diversity jurisdiction, is based on the citizenship of its...more

Americold Realty Tr. v. ConAgra Foods, Inc.: Citizenship of Maryland REITs

In Americold Realty Tr. v. ConAgra Foods, Inc., 136 S. Ct. 1012 (2016), the Supreme Court held that, for purposes of federal diversity jurisdiction, the citizenship of a Maryland real estate investment trust (formed pursuant...more

Leaving Real Estate Investment Trusts in the Cold: How the Americold Case Could Preclude Establishing Diversity Jurisdiction in...

The Supreme Court’s most recent citizenship opinion, Americold Realty Trust v. Conagra Foods, Inc., could make removing or keeping a case in federal court based on diversity more difficult for a statutory trust with a...more

Supreme Court Reinforces Strict Rule On Citizenship of Unincorporated Entities for Diversity Jurisdiction to the Detriment of...

Article III of the U.S. Constitution extends the jurisdiction of federal courts to “[c]ontroversies … between Citizens of different States.” U.S. Const. art. III, § 2, cl. 1. “This rule is easy enough to apply to humans, but...more

U.S. Supreme Court Reaffirms that Only “Humans and Corporations,” Not Unincorporated Entities Like a Trust, May Assert Their Own...

In a unanimous March 7, 2016 opinion authored by Justice Sotomayor, Americold Realty Trust v. Conagra Foods, Inc., et al., , the U.S. Supreme Court affirmed an oft-confused holding relating to diversity jurisdiction: the...more

Third Circuit Challenges Supreme Court to Reconsider Whether an LLC’s Citizenship Should Be Based on Its Members

Action Item: An LLC’s state of organization and principal place of business are legally irrelevant for purposes of determining diversity jurisdiction in the Third Circuit. Despite the practical difficulties this law imposes...more

WTO General Council Approves Kazakhstan's Accession; Liberia Progresses Toward Accession

In the run-up to the World Trade Organization's (WTO) Ministerial Conference in December 2015 in Nairobi, Kenya, the Organization's Accessions Division has been particularly active. While twenty-two accession negotiations are...more

LLP Agreements and Repudiatory Breach

This OnPoint reports on a recent important High Court decision ?limiting the remedies available for breach of a UK LLP agreement. Generally, in contract law, if a party to a contract commits a breach which is...more

The Meaning Of "Successors," "Members," And "Designees" In A Release

The words "successors," "members," and "designees," as used in a Release were at issue in Judge Bledsoe's Opinion last week in TaiDoc Technology Corp. v. OK Biotec Co., 2015 NCBC 71. Plaintiff TaiDoc had settled a...more

Do Equities Militate Against Restrictions Barring Petition for Dissolution?

Delaware courts often emphasize the freedom of contract of parties to define their rights, powers, duties, obligations, liabilities and restrictions in a limited liability or operating agreement under the Delaware Limited...more

Court Of Chancery Explains Claims Available To LLC Members

This is an interesting decision because it explains what direct claims are available to investors in an LLC. That is not always an easy question to answer. After all, some claims (including those involved in this case)...more

2015 Legislative Changes to Florida's Limited Liability Company Act

During the 2015 legislative session, the Florida legislature adopted amendments to Chapter 605 of the Florida Statutes. Chapter 605 is the Florida Revised Limited Liability Company Act (Florida Revised LLC Act). The bill...more

Court Of Chancery Orders Dissolution Despite LLC Agreement Bar

This decision may answer the question of whether an LLC Agreement’s bar of dissolution without a member’s consent trumps the statutory remedy of court-ordered dissolution when the entity’s purpose cannot be achieved any...more

Court Sorts Out California RULLCA Transition Muddle

Monday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015).  That post discussed the Court of Appeal’s holding that under the General Corporation Law the dismissal of a cause of action for involuntary...more

Member Rights in Kentucky Limited Liability Companies

All members of Kentucky Limited Liability Companies, whether they hold a majority or minority membership interest, have rights under Kentucky statutory and common law, but these rights may be modified, curtailed or extended...more

Court Of Chancery Permits Equitable Dissolution

In this precedent-setting decision, the Court upholds the right of an assignee of an LLC interest to petition for its dissolution....more

Limited Liability Companies: Handle Bankrupt LLC Members With Care

Walro v. The Lee Group Holding Co., LLC (In re Lee), 524 B.R. 798 (Bankr. S.D. Ind. 2014) – A chapter 7 trustee sought a court determination that (1) a debtor’s voting rights in a limited liability company (LLC) were...more

FINRA Issues Notice on New Rules and Amendments Relating to Transaction-Based Compensation, Membership and Sanctions

The Financial Industry Regulatory Authority released Regulatory Notice 15-07 to alert member firms of the new consolidated rules regarding payments to unregistered persons and membership. The notice also alerts member firms...more

Superior Court of New Jersey Pierces the “LLC” Veil, Holding Sole Member Liable for Environmental Liabilities

On February 26, 2015, in Coty US LLC v. 680 S. 17th Street LLC, the Superior Court of New Jersey, Chancery Division, pierced the veil of a New Jersey limited liability company and held its sole member liable for environmental...more

Protecting an LLC From A Wayward Member While Maintaining SBA Eligibility

When creating a limited liability company (“LLC”), members are often so concerned with getting the company established–and anticipating problems that may arise with third parties, be it suppliers or customers–that they fail...more

A Cautionary Tale: Members of a Defunct LLC May Have Liability For Attorney Fees

In CB Richard Ellis Inc. v. Terra Nostra Consultants the California Court of Appeal for the Fourth Appellate District decided an interesting issue concerning the liability of an LLC member for a fee award imposed against the...more

Member-Employees of Limited Liability Companies

Every now and then, the question arises: can an owner of a limited liability company (LLC) also be an employee of that company? The answer boils down to how the LLC elects to be taxed. ...more

Judge Rules Against FTB In “Doing Business” Definition

Over a year ago, I wrote about an Iowa corporation, Swart Enterprises, Inc., which operates a 60 acre farm in Kansas. Swart has no physical presence in California. It owns no real or personal property in California. However,...more

Limited Liability Company Members May Be Held Liable After a “De Facto” Dissolution of the Entity

Court Of Appeal, Fourth Appellate District (October 7, 2014)- One of the advantages of the Limited Liability Company (“LLC”) structure is, not surprisingly, that it generally limits the liabilities of its Members. One...more

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