Episode Three: Choice of Entity and Inbound Transactions
Navigating Disputes Within Your Health Care Practice
Bar Exam Toolbox Podcast Episode 278: Listen and Learn -- Partnership Liability
Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation
Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
Episode 19 | Business Law Update: A Primer on Ohio's Revised LLC Act
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Why Cannabis Related Businesses Must Consider Legal and Tax Issues
Episode 14 | You Came Up With a Great Business Idea During the Pandemic - Now What?
NGE On Demand: Profits Interests: Granting & Receiving with Patty Cain and Josh Klein
Law School Toolbox Podcast Episode 280: Listen and Learn -- Piercing the Corporate Veil
Bar Exam Toolbox Podcast Episode 120: Listen and Learn -- Piercing the Corporate Veil
Byron Egan – Upcoming Release of EGAN ON ENTITIES Third Edition
THE ACCIDENTAL ENTREPRENEUR PART IV
Navigating the LLC Jungle - I Know a Lawyer Podcast
THE ACCIDENTAL ENTREPRENEUR
Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
Episode 20: The LLC's Two Worlds: A Conversation with Professor Peter Molk (Part Two)
1. Introduction - In principle any national citizen or foreign national is allowed to establish a business in Austria. A company is defined as a partnership of at least two persons (exceptions for limited liability...more
In Lehr v. Aspen Power Partners LLC (Mar. 30, 2026), the Delaware Court of Chancery addressed amendments made to the LLC agreement governing Aspen Power Partners LLC (the “Company”), which were adopted in connection with a...more
In 2026, persistent urban land scarcity and robust demand for large-scale mixed-use, multifamily, and transit-oriented developments have made land assemblage one of the most powerful tools available to sophisticated...more
As I have written in the past, and repeat here, the statutes and judge-made law governing disputes among co-owners of closely held entities can vary significantly from state to state. Depending on the state, there also can be...more
1. Types of business entities - The most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”), the corporation (“Sociedad Anónima” or “SA”)...more
Associate Alabama Tax Tribunal Judge Ralph M. Clements, III, recently appointed by Gov. Kay Ivey, has hit the ground running and issued two well-reasoned rulings that nevertheless illustrate traps for unwary taxpayers and...more
Our recent eAlerts discussed the Delaware legislature’s corporate law reforms to try to stanch the flow of corporations relocating to Texas and Nevada and Delaware courts’ refusal to enforce overly-broad noncompete covenants...more
The April 2026 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 4.6%, which is 0.20% less than the March 2026 rate...more
Most NYC restaurant leases come with a catch: the landlord wants you, not just your LLC, on the hook. I’ve seen restaurant owners sign personal guarantees without fully understanding what they’re agreeing to—and then watch...more
Majority owners and minority investors act wisely when they negotiate and adopt a buy-sell agreement (BSA) at the time the private company investment is made because the BSA helps to avoid future conflicts between them....more
Starting a business is exciting. It is also inherently risky. But in my experience advising founders, most serious legal problems are not caused by bad ideas. They result from preventable legal mistakes made at the...more
This Legal Update concludes our three-part series on preferred equity in private capital markets, exploring key tax considerations for preferred equity investments. ...more
Some NYBD posts have staying power. Of the hundreds of posts on this site, my practice brings me back, over and over again, to a handful of familiar favorites. This 2018 post from Peter Mahler is one to which I find myself...more
Choosing where to form your business in the United States is a strategic decision that impacts taxes, operations, and long-term growth. While Delaware is often the default, the best choice depends on where you operate, your...more
If your restaurant is carrying merchant cash advance debt with triple-digit implied interest rates, pay attention. Our bankruptcy team just secured a major victory that changes the landscape for MCA litigation—and it has...more
The right to contractual attorney fees for parties “prevailing” in litigation is covered by a deep body of case law. So is the concept of rescission — a remedy by which a contract is eliminated and treated as if it never...more
Forming an LLC or corporation is step one. Step two—the one many restaurant owners skip—is actually treating the company like a separate legal person. If you don’t, a court can “pierce the corporate veil” and hold you...more
ASVRF Paterson Plank RD J-C, LLC v. Brass Works Urban Renewal Co., LLC, 2025-0549-LWW (Del. Ch. Nov. 21, 2025) - In this decision, the Court of Chancery enforced LLC agreement provisions permitting a preferred equity...more
I. OVERVIEW The limited liability company (GmbH) is one of the most popular legal forms in Germany due to the limited liability of its shareholders. It is in the nature of a GmbH to limit the liability of its shareholders to...more
On January 29, 2026, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a decision denying Defendants’ motion to dismiss in Calumet Capital Partners LLC v. Victory Park Capital Advisors, LLC....more
On January 23, 2026, the Internal Revenue Service (the “IRS”) publicly released Field Attorney Advice 20260401F (the “FAA”)1, in which the Office of Chief Counsel rejected a promoted "charitable LLC" structure designed to...more
L'imposition selon le régime des plus-values du gain réalisé par un associé à l'occasion du rachat de ses titres, préalablement à une réduction de capital non motivée par des pertes, n'a pas été remise en cause sur le...more
Welcome to the latest edition of Tax Bytes. Our team of tax lawyers is actively monitoring for federal and international tax developments and issues of note. We pull together the items we deem most important to provide...more
On January 20, the Virginia Court of Appeals issued an opinion interpreting the meaning of the term “knowledge” within Virginia Code § 13.1-1021.1(C), a provision of the Virginia Limited Liability Company Act (LLC Act)...more
Can a three-person minority outvote a four-person majority to oust the majority-appointed, longtime CEO of a profitable company (who also happens to be the founder of the company) in a vote requiring supermajority approval?...more