News & Analysis as of

Limited Liability Company (LLC)

Banks vs. Private Lenders: The Basics of Financing Options for Small Businesses

by Pessin Katz Law, P.A. on

Most small business owners will, at some point in the lifespan of their businesses, need to obtain financing in order to get their business off the ground or expand. This article summarizes the basics of obtaining financing...more

Russian Legislation Update: January – February 2018

by White & Case LLP on

Welcome to the most recent issue of our Russian Legislation Update, covering the period of January – February 2018. In this issue: - Banking - Currency Control - Anti-Money Laundering - Disclosure of Information -...more

The Cash-Out Merger Solution to the Problem Minority Owner

by Farrell Fritz, P.C. on

How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more

Preparing for the New Partnership Audit Rules: Why It's Critical to Act Now

There are new, significantly changed audit rules that apply beginning with your 2018 tax return. Every entity taxed as a partnership (which includes most LLCs) will have to take some action with respect to these new rules....more

Enhancement of corporate regulation in Ukraine (Ukrainian)

by Dentons on

On February 6, 2018, the Verkhovna Rada of Ukraine adopted the Law On Limited Liability Companies and Superadded Liability Companies (hereinafter referred to as the Law on LLC), whereby material amendments were introduced...more

Enhancement of corporate regulation in Ukraine

by Dentons on

On February 6, 2018, the Verkhovna Rada of Ukraine adopted the Law On Limited Liability Companies and Superadded Liability Companies (hereinafter referred to as the Law on LLC), whereby material amendments were introduced...more

Personal Jurisdiction And LLCs – Does Citizenship Matter?

by Husch Blackwell LLP on

When deciding whether to remove a case when an LLC is a party it is necessary to look at the citizenship of the LLC’s members to determine whether there is diversity for subject matter jurisdiction. However, citizenship of...more

Deductions And W-4s: Early 2018 Responses To Tax Reform

by Jackson Lewis P.C. on

The Tax Cuts and Jobs Act signed into law on December 22, 2017 is prompting some prudent early tax 2018 actions by both employers and employees related to employee benefits. Many employers are electing to make additional...more

Wealth Management Update - March 2018

by Proskauer Rose LLP on

March Interest Rates for GRATs, Sales to Defective Grantor Trusts, Intra-Family Loans and Split Interest Charitable Trusts - The March § 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and...more

New Partnership Audit Rules in Effect; Partnerships and LLCs Should Consider Changes

by WilmerHale on

A new “centralized partnership audit regime” is now in effect for partnerships, including limited liability companies (LLCs) that are treated as partnerships for tax purposes (which we refer to collectively as...more

New Three-Year Hold Requirement for Carried Interests, Updated Notice for S Corps

by Perkins Coie on

New development: The IRS has issued guidance that the exception to the new 3-year hold requirement for carried interests held by “corporations” does not apply to S corporations. As previously discussed, the 2017 Tax Cuts...more

Court Presumes LLC Statute Applies Retroactively But Declines To Allow Retroactive Application

by Allen Matkins on

Marlene Dietrich reportedly said "When you're dead, you're dead, thats it." At one time, that was true of limited liability companies formed under California's Revised Uniform Limited Liability Company Act. ...more

Shareholder Disputes in the UAE: Structuring Considerations

by DLA Piper on

The nature of the present legal framework in the United Arab Emirates means that almost all overseas parties wishing to do business "on-shore" (outside of the designated business zones known as "free zones") must partner with...more

LLC Member Expulsion: What Hath Shapiro Wrought?

by Farrell Fritz, P.C. on

Unlike the LLC statutes in many other states, New York’s LLC Law does not authorize the LLC or any of its members to seek judicial expulsion of another member, no matter how egregious the member’s behavior. As the Appellate...more

Critical Distinctions Between Texas and Delaware LLC Law (Webinar Presentation)

by Jackson Walker on

Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...more

LATIN AMERICA & THE CARIBBEAN: A Legal Guide for Business Investment and Expansion - Bermuda

1. What role does the government of Bermuda play in approving and regulating foreign direct investment? The government of Bermuda welcomes foreign investment in Bermuda and is committed to working with industries and...more

Brazilian Corporations and Limited Liability Companies Must Host Shareholders/Quotaholders Annual Meeting By The End Of April


Law on corporate agreements came into force

by DLA Piper on

On 18 February 2018, the Law of Ukraine "On introduction of changes to the laws and regulations of Ukraine on corporate agreements" No. 1984-VIII (the "Law") came into force. The Law regulates issues of conclusion by the...more

Capital Gain Or Ordinary Income? Establishing Intent

by Farrell Fritz, P.C. on

Last week’s post considered the risk assumed by a taxpayer that ignores the plain meaning of a Code provision (the definition of “capital asset”) in favor of a more “rational” – favorable? – interpretation of that...more

Bankruptcy Remoteness Going to a Court of Appeals

Back in the day--say, the last two decades of the twentieth century--we bankruptcy lawyers took it largely on faith that the right structural and contractual provisions purporting to confer bankruptcy-remoteness were...more

How to Avoid Litigation in Uncertain Times

by Garvey Schubert Barer on

The shredding of the Cole memo last month leaves the cannabis industry in an uncertain regulatory environment. Industry-wide anxiety of this sort can sometimes breed business disputes that wind up in litigation. Besides...more

Implied Covenant Of Good Faith And Fair Dealing Claim Dismissed By Chancery

by Fox Rothschild LLP on

The implied covenant of good faith and fair dealing was recently addressed by Vice Chancellor Glasscock in the decision of Miller v. HCP & Co., C.A. No. 2017-0291-SG (Del. Ch. Feb. 1, 2018). The implied covenant applies only...more

Guidance Provided to Evaluate the Implied Covenant of Good Faith and Fair Dealing

by Morris James LLP on

The Delaware Limited Liability Company Act’s policy is to give the maximum effect to the principle of freedom of contract in LLC operating agreements. While the act permits parties to eliminate fiduciary duties that members...more

The LLC Equitable Buyout: Past, Present, Future

by Farrell Fritz, P.C. on

Under the right set of facts, New York courts occasionally find remedies for LLC owners not explicitly authorized in the Limited Liability Company Law (“LLC Law”). Judges have a natural inclination to try to find solutions...more

Court Of Chancery Applies The Covenant Of Good Faith And Fair Dealing To Fill A Gap

by Morris James LLP on

In re Oxbow Carbon LLC Unitholder Litigation, C.A. 12447-VCL (February 12, 2018) - This may be the definitive decision on when and how to apply the covenant in every LLC agreement to act in good faith and deal fairly. Here...more

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