Asserting claims derivatively on behalf of an LLC, as opposed to directly on behalf of an LLC member, can be tricky business for even experienced litigators. The requirements for derivative claims have been explored in...more
In In re SGK Ventures, LLC, Case No. 15 C 11224, 2017 WL 2683686 (N.D. Ill. June 20, 2017), Judge Durkin of the District Court for the Northern District of Illinois sets out a thorough analysis for addressing...more
Last December, we updated you that the Supreme Court was considering whether to grant review of In re The Village at Lakeridge, LLC, 814 F.3d 993 (9th Cir. 2016). Our original post is here. On March 27, 2017, the Supreme...more
The Supreme Court is considering whether to grant review of two bankruptcy cases. On October 3, 2016, the Supreme Court invited the Solicitor General to file briefs expressing the views of the United States. Because the...more
I spent the better part of last week writing about California Corporations Code Section 315. The statute general prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the...more
I spent most of last week discussing California Corporations Code Section 315. As a reminder, that statute prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the obligation of,...more
Although both Section 315 of the California Corporations Code and Section 402 of the Sarbanes-Oxley Act purport to ban loans to directors and officers, there are significant differences between these statutes. Below is a...more
Yesterday’s post outlined the general scope of the ban on loans to directors and officers found in Section 315 of the California Corporations Code. Because Section 315 doesn’t define “loan”, it may not always be clear...more
California banned loans to directors and officers decades before Congress thought of doing so as part of the Sarbanes-Oxley Act of 2002. Current Corporations Code Section 315 prohibits corporations from making loans of money...more
For a distressed company running low on capital, an investment from insiders may represent a last best hope for survival. Insiders may be willing to risk throwing good money after bad for a chance to save the company even...more
Many company policies prohibit (or severely limit) officers and directors from pledging their company shares against margin loans, and, as discussed in an article in last week’s WSJ, there seems to be good reason for that...more
Regulations issued July 23, 2014 finalize certain treatment of the basis of indebtedness of S corporations to their shareholders. The regulations adopt the June 2012 proposed regulations without substantive change, except for...more
In a recently released Chief Counsel Advice Memorandum (the “Memorandum”), the IRS Office of Chief Counsel (International) addressed an interesting and somewhat creative internal financing structure deployed by a taxpayer...more