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Personal Liability Limited Liability Company (LLC)

Husch Blackwell LLP

CDTFA Cannabis Creditor: Myths and Truths

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Dealing with creditors is never a fun experience. However, some creditors are more severe than others, especially in the cannabis industry. One of those is the California Department of Tax and Fee Administration (CDTFA),...more

International Lawyers Network

Establishing a Business Entity in the United States (Updated)

1. Choosing the Right Legal Structure - 1.1 Introduction - Establishing a business entity in the United States can be an important strategic step for any international company that wants to avail itself of the...more

Patton Sullivan Brodehl LLP

Does an LLC’s Bankruptcy Discharge Apply to the LLC’s Alter Egos?

When a debtor LLC receives a discharge order from a bankruptcy court, a creditor is prevented from enforcing any preexisting debts against the discharged LLC as a personal liability.  This is known as the “discharge...more

Jackson Lewis P.C.

You Can Be Personally Liable For Withdrawal Liability Despite A Company’s Limited Liability Status

Jackson Lewis P.C. on

Unionized employers participating in an underfunded multiemployer pension plan face significant financial exposure when withdrawing (completely or partially) from the plan. The cost (called “withdrawal liability”) is...more

Rivkin Radler LLP

N.Y. Sales Tax – Responsible Person Liability

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NY Needs the Revenue- A couple of weeks ago, the Tax Foundation released its latest “State Business Tax Climate Index,” which assesses a state’s tax system and compares it to that of other states. New York seems to be a...more

Stradling Yocca Carlson & Rauth

Business Divorce Blog: Destruction of LLC Records Will Likely Subject LLC Owners to Personal Liability in a Business Divorce...

In a recently published opinion, Hacker v. Fabe, 92 Cal. App. 5th1267 (2023), the California Court of Appeal found that an LLC owner’s destruction of the company’s records was a substantial factor that subjected him to...more

Obermayer Rebmann Maxwell & Hippel LLP

S Corporation Tax Pitfalls - The Dreaded Inadvertent S Election Termination

Business owners are often attracted to the S Corporation as a hybrid between the entity-level tax planning opportunities afforded by C Corporations and the passthrough nature of a partnership, all while affording a business...more

Allen Matkins

Court Holds Corporations Owed Duty To Protect Third Parties From Abuse By Sole Shareholder

Allen Matkins on

Michael Jackson died in 2009.  After his death, two plaintiffs filed complaints against two corporations of which Michael Jackson was the sole shareholder.  The trial court sustained the plaintiffs' demurrer setting up...more

Cohen Seglias Pallas Greenhall & Furman PC

PA Business Owners Beware—Mortimer v. McCool Creates New Exposure for Sister Companies in Piercing-the-Corporate-Veil Claims

Clients often worry if they can be held personally liable for a company in which they have an ownership interest. This is often followed by the question of whether one of their companies can be responsible for the obligation...more

Freiberger Haber LLP

25% Owner Held Not to Have Dominated and Controlled Corporate Entity to Pierce the Corporate Veil

Freiberger Haber LLP on

By: Jeffrey M. Haber This Blog has previously written about the benefits of forming a corporation or a limited liability corporation and the perils of ignoring the corporate formalities that are attendant thereto. In today’s...more

Allen Matkins

Outside Reverse Veil Piercing And LLCs

Allen Matkins on

"Outside reverse veil piercing" allows a shareholder's creditor to reach corporate assets.  In Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal. App. 4th 1510 (2008), the Fourth District Court of Appeal rejected outside...more

Williams Mullen

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

Williams Mullen on

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

Patton Sullivan Brodehl LLP

The “DAO Jungle” Chronicles: Federal Court Allows DAO to be Sued as a Partnership

In a prior post — The DAO Jungle? — we recapped the State of Wyoming’s new legislation extending LLC protections to Decentralized Autonomous Organizations (DAOs). Under that Wyoming law, a DAO could register as a LLC and its...more

Goodwin

Court Holds All DAO Governance Token Holders Can Be Held Responsible for the Actions and Inactions of the DAO

Goodwin on

A California federal court recently held that all governance token holders were responsible for any losses suffered in a security incident. Specifically, the court, in denying a motion to dismiss, ruled in part in favor of a...more

Venable LLP

DAO or Dare: The Implications of Sarcuni v. bZx DAO for DAO Member Liability

Venable LLP on

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

Patton Sullivan Brodehl LLP

Can an LLC Member be Forced to Contribute to the LLC’s Debts?

Members of an LLC are required to pitch in equally for the LLC’s expenses and debts, right? Generally, no....more

Blank Rome LLP

New York State ALJ Determines Individual Member of LLC Personally Liable for Sales Tax

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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

Kohrman Jackson & Krantz LLP

Common Mistakes New Business Owners Make & How to Fix Them

Starting a new business? The U.S. Bureau of Labor Statistics indicates that 20% of new businesses fail in the first two years, 45% in the first five years. As daunting as those figures may seem, there are measures you can...more

Rivkin Radler LLP

Personal Liability for NY Sales Taxes –Sometimes, There’s No Denying It

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It wouldn’t be far-fetched to say that, as a species, we humans have a propensity – rooted in our instinctive tendency for self-preservation – toward denying anything we believe may cause us harm. It should come as no...more

Skadden, Arps, Slate, Meagher & Flom LLP

Putative Class Action Lawsuit Alleges DAO Members Are Jointly and Severally Liable for a Cryptocurrency Hack

A first-of-its-kind putative class action lawsuit filed in the Southern District of California is testing the legal argument that a decentralized autonomous organization (DAO) is a general partnership exposing its members to...more

International Lawyers Network

Establishing A Business Entity In The United States (Updated)

1. Choosing the Right Legal Structure - 1.1 Introduction - Establishing a business entity in the United States can be an important strategic step for any international company that wants to avail itself of the world’s...more

Nutter McClennen & Fish LLP

Advice of Counsel Defense Ruled Not Applicable in MA Securities Fraud Action

In Bertolino v. Fracassa, Judge Salinger ruled that the advice-of-counsel defense did not insulate Frederick McDonald, a defendant in the case, from liability under the Massachusetts Uniform Securities Act (MUSA), G.L. c....more

Miller Nash LLP

Court Grants Garnishment of Unlawful Distributions and Transfers to LLC Members

Miller Nash LLP on

Garnishment is a tool used by judgment creditors to collect on a judgment owed by the debtor-defendant. Property subject to garnishment includes monetary obligations owed by a third party to the debtor-defendant. In a recent...more

Freeman Law

Alter Ego and The Fifth Circuit Court of Appeals: Texas Business Owner Personally Liable for His Corporation’s Failure to Pay...

Freeman Law on

In a recent case before the Fifth Circuit Court of Appeals, the court was faced with the following question: Whether a business owner could be held personally liable for his corporation’s failure to pay taxes.  Its answer?...more

Freeman Law

Piercing the Corporate Veil

Freeman Law on

A corporation is a separate legal entity. This status normally insulates its owners or shareholders from personal liability for the corporation’s obligations. But Texas law recognizes exceptions to this general rule. ...more

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