Williams Mullen Mezzanine Lending Video Series - Episode 4
Private Equity and Delaware Law – Part One
NGE On Demand: Profits Interests: Granting & Receiving with Patty Cain and Josh Klein
Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
Episode 19: The LLC’s Two Worlds: A Conversation with Professor Peter Molk (Part One)
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
Episode 4: John Cunningham Interview on Avoiding LLC Deadlock
Episode 6: Tom Rutledge Takes on LLC Member Expulsion
Homebuilder Series Webinar: Joint Ventures Solutions, Steve Lear
To every member of a limited liability company who is a natural person, death will come "soon or late". The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when...more
What is the importance of year-end corporate governance work? I know. I can see and hear it now: most businesspeople just roll their eyes and ask, “why do I have to go through this hassle?” What is the purpose of a corporate...more
From early-stage startups to seasoned enterprises, businesses eventually form at least one legal entity to carry out their operations. Down the road, as opportunities arise for a business to expand, acquire others, merge, or...more
In my experience, most operating agreements of New York LLCs include a provision barring amendments unless made in writing and executed by all members. Such provisions are especially prevalent with smaller, member-managed...more
Limited Liability Companies (LLCs) are a common business structure. Combining the best elements of corporations and partnerships, LLCs offer liability protection while maintaining operational flexibility....more
Husband owns 99% membership of manager-managed LLC. Children own remaining 1%. Postnuptial agreement says husband’s “interest” in LLC goes to wife. LLC agreement says any transferee is not admitted as a member absent the...more
Under new Wisconsin laws coming into effect soon, some important rules governing how limited liability companies (LLCs) operate will change. This article will describe some of the key changes, what LLC owners need to be...more
Private company majority owners and minority investors often focus on the company’s financial health and growth prospects, and may not take the time to review the operating documents of the business – bylaws for corporations...more
The start of 2022 is here, and in addition to the usual beginning-of-year tasks for businesses, every LLC organized or qualified to do business in Ohio should familiarize itself with Ohio’s Revised Limited Liability Company...more
Professor Stephen Bainbridge recently wrote on whether operating agreements of limited liability companies are subject to the Statute of Frauds. He notes "In a majority of states, the operating agreement may be written or...more
As a career commercial litigation attorney, I have been asked by several people why I would write a column advising business people on how to avoid needing my services. That’s a good question for which I do not have a good...more
This episode features Part One of a two-part conversation with Associate Professor Peter Molk who teaches business law at the University of Florida Levin College of Law and who recently published in the U.C. Davis Law Review...more
One might reasonably expect that California law will apply to matters involving the transfer of securities issued by corporations and other issuers organized under California law. These California issuers, however, are free...more
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
...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
It’s no surprise that the quorum requirements found in close corporation by-laws and LLC operating agreements rarely step into the limelight in business divorce disputes....more
Like musicians, business owners sometimes forget important tasks relating to their business entities. Although some forgotten tasks may be correctable, others are not. By forgetting to pay attention to their business...more
In a decision handed down on August 15, 2017 by the New York Appellate Division First Department, the court endorsed the practice of the appointment of a Special Litigation Committee (SLC) by a limited liability company (LLC)...more
An overhaul of Minnesota corporate law on limited liability companies, or LLCs, that was phased in over three years will take full effect in January 2018. The new act differs significantly from the old act, but is modeled...more
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
Pennsylvania has enacted a comprehensive set of laws (Act 170) modernizing the treatment of unincorporated associations, including limited liability companies, limited partnerships, limited liability partnerships, limited...more
A recent decision by Judge F. Dennis Saylor of the U.S. District Court for the District of Massachusetts, Butler v. Moore, C.A. No. 10-10207-FDS U.S. Dist. LEXIS 39416 (D. Mass. Mar. 26, 2015), offers an example of how...more
This is the second in a series of in-depth webinar discussions that cover a range of legal and business issues affecting the homebuilder industry. Homebuilders frequently use joint ventures as a means to finance...more
On January 1, 2014, a new law governing limited liability companies (“LLCs”) went into effect in California. The California Revised Uniform Limited Liability Company Act (“RULLCA”)1 superseded in its entirety the prior...more
Under the Beverly-Killea Limited Liability Company Act, the articles of organization prevailed over conflicting provisions of a written operating agreement. Cal. Corp. Code § 17005(f) (repealed). The drafters of the...more