News & Analysis as of

Limited Liability Company (LLC)

Weil, Gotshal & Manges LLP

The Limits of Interposing a Limited Liability Entity as the General Partner of a Limited Partnership

Limited liability entities (corporations, limited liability companies, and limited partnerships) are formed every day for the simple and legitimate purpose of shielding their owners, directors and officers from personal...more

Novack and Macey LLP

Mississippi High Court Holds That Arbitrators May Hear LLC Dissolution Claims Despite LLC Act

Novack and Macey LLP on

Limited liability companies are contractual arrangements, and their members can generally agree to govern themselves as they choose, subject to certain limitations posed by the applicable LLC Act. In B&S MS Holdings, LLC v....more

Jaburg Wilk

Will Your Vote Count? Member and Manager Voting under Arizona’s New LLC Act

Jaburg Wilk on

Arizona's new Limited Liability Company Act (the "New Act"), which goes into effect for all Arizona LLCs on September 1, 2020, and already governs limited liability companies (each an "LLC") formed on or after September 1,...more

Jaburg Wilk

New Arizona Limited Liability Act - Do I Really Need a New Operating Agreement?

Jaburg Wilk on

The Revised Arizona Limited Liability Act ("New Act") has been effective since September 1, 2019 for new limited liability companies ("LLCs"). It now becomes effective for any existing LLCs on September 1, 2020. Especially...more

Jaburg Wilk

Careful What You Say: The Unintended Consequences Of Oral Operating Agreements

Jaburg Wilk on

The New Arizona Limited Liability Company Act (the "New Act"), applicable immediately for all Arizona limited liability companies (each, a "LLC") formed on or after September 1, 2019 and applicable September 1, 2020 for all...more

Patterson Belknap Webb & Tyler LLP

In a New York Debtor and Creditor Law Dispute, Commercial Division Clarifies Allegations Required to Pierce Corporate Veil

In a recent decision in South College Street, LLC v. Ares Capital Corporation, Justice Schechter of the New York State Supreme Court, Commercial Division, dismissed petitioner’s New York Debtor and Creditor Law claims, which...more

Epstein Becker & Green

Need to Know: Amendment to Louisiana Non-Compete Statute Took Effect on August 1, 2020

Louisiana has long had in its statutes one of the nation’s most distinctive non-compete laws, and that statute has just been amended in a subtle but important way. LA. R.S. 23:921 essentially provides that every agreement...more

Morris James LLP

Court Finds LLC Manager Consent Statute Authorizes Personal Jurisdiction for Tort Claims Related to the Company, Not Just Alleged...

Morris James LLP on

CLP Toxicology, Inc. v. Casla Bio Holdings LLC, C.A. 2018-0783-PRW (Del. Ch. Jun. 29, 2020) & NC18C-10-332 PRW CCLD (Del. Super. Jun. 29, 2020) - In both the corporation and LLC contexts, Delaware law employs consent...more

Gray Reed

Minority Members’ Contractual Blocking Rights Can Result in the Imposition of Fiduciary Duties

Gray Reed on

In Skye Mineral Investors LLC v. DXS Capital (U.S.) Limited, et al., the Delaware Court of Chancery (the “Court”) denied defendants’ motion to dismiss, finding that plaintiffs had sufficiently pled a breach by the members...more

Gray Reed

An Illustration of Remote Controller Fiduciary Liability

Gray Reed on

Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more

Bradley Arant Boult Cummings LLP

Persistence Pays Off in Sale of Idaho Pass-Through Entity

Retired Navy SEALs apparently have a persistence that other taxpayers may not have. Case in point (literally)—Noell Industries, Inc. v. Idaho State Tax Commission, decided on May 22, 2020, by the Idaho Supreme...more

Farrell Fritz, P.C.

Tax Considerations for LLC Operating Agreements

Farrell Fritz, P.C. on

July 30, 2020 The operating agreement is the governing document with respect to the management and conduct of a limited liability company (an “LLC”). It outlines the financial and functional decisions of the business and,...more

Nilan Johnson Lewis PA

You Run a Youth Sports Organization. Should You Set Up a 501(c)(3) or An LLC?

Youth sports organizations are often run by people who are volunteers. Sometimes one volunteer within the group opens a bank account in the name of the sports organization, so fees can be deposited and expenses paid. Many...more

Haynsworth Sinkler Boyd, P.A.

SC Supreme Court Issues LLC Oppression Opinion

In the first reported case regarding minority oppression in the context of a South Carolina limited liability company (“LLC”), the South Carolina Supreme Court affirmed the trial court’s conclusion that majority members of an...more

Whitman Legal Solutions, LLC

Majority LLC Members Take Note: You May Have a Fiduciary Duty to the Other Members

Power and control can provide the means to promote a personal agenda (such as a robot composer) at the expense of the investment or business objectives and the other owners’ interests. This article discusses the duty that...more

Troutman Pepper

Proposed Regulations Provide Guidance on Unrelated Business Taxable Income (UBTI) Calculation

Troutman Pepper on

On April 24, 2020, the U.S. Treasury Department and Internal Revenue Service issued proposed regulations with respect to Section 512(a)(6) of the Internal Revenue Code. These regulations are designed to provide guidance on...more

Holland & Hart - Fiduciary Law Blog

Preparing for Potential Tax Reform – Consider Wealth Transfer Planning in 2020

Current planning environment. While 2020 has been challenging in many ways, it has also provided favorable conditions for tax and wealth transfer planning. The U.S. is experiencing historically low interest rates, some assets...more

Farrell Fritz, P.C.

Does an LLC Member Have Absolute Power to Withdraw from the LLC?

Farrell Fritz, P.C. on

Some years ago I had the good fortune to join the ABA Business Law Section’s Committee on LLCs, Partnerships and Unincorporated Entities which, among its other scholarly pursuits in the field of alternative entities,...more

Patton Sullivan Brodehl LLP

LLC Managers or Members With “Sole Discretion” Must Still Act in Good Faith

LLC managers (or members vested with decision-making authority) are sometimes lulled into a false sense of security by “sole discretion” provisions in their LLC’s operating agreement.  That can be a costly mistake....more

K&L Gates LLP

Court Relies on Canons of Construction to find LLC Agreement Consent Right Inapplicable to Contemplated Sale of Subsidiary Stock

K&L Gates LLP on

n AM General Holdings LLC v. The Renco Group, Inc., et al., CA. No. 7639 and The Renco Group, Inc. v. MacAndrews AMG Holdings, LLC, et al., C.A. No. 7668-VCS (Del. Ch. June 26, 2020), the Delaware Court of Chancery (the...more

Allen Matkins

LLC Member Missing In Regulatory Filings May Be A Member Nonetheless

Allen Matkins on

Adam Beeman claimed to be a member in Legacy Insurance Solutions, LLC, a California limited liability company.  In support of his claim to membership, he submitted two operating agreements identifying himself as a member. ...more

Farrell Fritz, P.C.

“Rank Pretext Will Not Do”: Court Enjoins Freeze-Out Merger With No Corporate Benefit

Farrell Fritz, P.C. on

I’ve represented clients on both sides of freeze-out mergers of privately owned business entities, so I’m very familiar with their uses, misuses, potential advantages, and potential disadvantages to both freeze-ors and...more

Hinshaw & Culbertson LLP

Ruling Concerning Series LLCs in Illinois Highlights Importance of Differentiating and Following Statutory Procedures

While the Illinois Limited Liability Company Act (IL LLC Act) has provided a statutory mechanism for establishing Series LLCs since 2005, the Illinois Fourth District Appellate Court only issued its first ruling concerning...more

Rosenberg Martin Greenberg LLP

Maryland's Highest Court Confirms That Breach of Fiduciary Duty Exists As An Independent Cause of Action

Whether Maryland law recognizes an independent cause of action for breach of fiduciary duty has been an unsettled question.  As the Maryland Court of Appeals noted in its July 14, 2020 opinion in Plank v. Cherneski, “Maryland...more

Stinson - Corporate & Securities Law Blog

Court Examines Complexities of ROFR Right

In HUMC Holdco, LLC et al v. MPT of Hoboken TRS, LLC et al, the Delaware Court of Chancery examined numerous complexities attendant to an alleged violation of a right of first refusal in an LLC Agreement in connection with a...more

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JD Supra Privacy Policy

Updated: May 25, 2018:

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Links to Other Websites

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Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

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You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

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California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

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Access/Correct/Update/Delete Personal Information

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Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

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How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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