Episode 4: John Cunningham Interview on Avoiding LLC Deadlock
The blockchain community has debated for years whether Decentralized Autonomous Organizations (DAOs) can or should be analogized to a corporate form and whether they operate to insulate DAO members from legal liabilities....more
An Administrative Law Judge (“ALJ”) recently determined that an individual member of a limited liability company (“LLC”) was personally liable for an LLC’s sales tax deficiency, both because he was a member of the LLC, and...more
I find Judge Cynthia Bashant's recent ruling in Platypus Wear, Inc. v. Bad Boy Europe, Ltd., U.S. Dist. Case No. 16-cv-02751-BAS-BSM (Jan. 23, 2020), to be curious in in several respects. Judge Bashant ruling was on the...more
Yes. If the Comptroller finds your business liable for sales and use tax, then you could be held personally liable for the tax, interest, and penalties assessed. Maryland law extends personal liability for sales and use tax...more
Courts historically have applied the alter ego doctrine to “pierce the corporate veil” so that a shareholder may be held liable for the debts or conduct of the corporation. California has extended the possibility of alter...more
In an opinion issued yesterday, the Nevada Supreme Court addressed the extent to which a member of a limited liability company is protected in a negligence based tort action against the LLC. Gardner v. Henderson Water Park,...more
Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more
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
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
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