News & Analysis as of

Uniform Commercial Code (UCC) Limited Liability Company (LLC)

Freeman Law

Texas Series LLCs & Recent Changes to The Texas Business Organizations Code

Freeman Law on

Texas Series LLCs & Recent Changes to The Texas Business Organizations Code - The 2021 Texas Legislature made significant changes to statutory provisions governing Series Limited Liability Companies. Largely, they make Texas...more

Shutts & Bowen LLP

The Courts Really Will Enforce That Operating Agreement As Written

Shutts & Bowen LLP on

More than one business owner this week has wondered aloud: “Why is my lawyer spending so much time (and, therefore, money) on the minutiae of the Operating Agreement? Does any of that matter, anyway?” In response to that...more

Jones Day

Delaware Bankruptcy Court Rules that Bankruptcy Blocking Right in Debtor's Corporate Charter Violates Federal Public Policy

Jones Day on

Courts sometimes disagree over whether provisions in a borrower's organizational documents designed to prevent the borrower from filing for bankruptcy are enforceable as a matter of federal public policy or applicable state...more

White and Williams LLP

What’s the Standard for “Commercially Reasonable” in a Commercially Unreasonable World (Health Crisis)?

White and Williams LLP on

On April 30, 2020, Judge Frank P. Nervo of the New York State Supreme Court, New York County, granted a temporary restraining order preventing a public sale of collateral securing a junior mezzanine loan, issuing an order...more

Allen Matkins

LLC Interests - Securities Or Not?

Allen Matkins on

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

Allen Matkins

This California Securities Law Allows California Issuers To Choose The Law Of Another Jurisdiction

Allen Matkins on

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

Cole Schotz

2018 Developments In Delaware Corporate Law; A Year In Review

Cole Schotz on

Trends in Delaware corporate law tend to be indicators of change across the corporate sector. 2018 saw a few significant developments in Delaware corporate law. It is important that individuals, particularly business owners...more

Steptoe & Johnson PLLC

Time to Update Your Loan Documents Due To New Delaware “Divisive Merger” Law

Steptoe & Johnson PLLC on

Effective August 1, 2018, Delaware’s limited liability company act was amended to add new Section 18-217 (the “Amendment”). This Amendment permits a Delaware limited liability company (an “LLC”) to divide into two or more...more

White and Williams LLP

Newly Passed Delaware LLC and LP Law Amendments Require Attention to Various Contractual Arrangements

Effective August 1, 2018, Delaware amended the Delaware Revised Uniform Limited Partnership Act (LP Act) and the Delaware Limited Liability Company Act (LLC Act) to, among other things: (i) add a provision permitting the...more

Morris James LLP

Delaware Updates its Limited Liability Company Act

Morris James LLP on

The state of Delaware recently enacted amendments to the Delaware Limited Liability Company Act (the Act), most of which will become effect August 1, 2018, in three primary ways. These amendments introduce the concepts of (i)...more

Morris James LLP

Delaware Proposes Updates to Its LLC Statute Regarding Series LLCs

Morris James LLP on

On April 6, the Delaware Corporation Law Section of the Delaware Bar Association proposed some major and minor amendments to the Delaware Limited Liability Company Act. If introduced in and approved by the Delaware General...more

Allen Matkins

This Case Caused Me To Take Stock

Allen Matkins on

I recently came across Fukuda v. Nethercott, 2016 U.S. Dist. LEXIS 92462 (D. Utah, July 15, 2016). The case involved claims by the plaintiff that the defendants had sold him securities in violation of the registration...more

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