News & Analysis as of

Limited Liability Company (LLC) Corporate Dissolution Members

Patton Sullivan Brodehl LLP

“Drop and Swap” — Tax-Friendly Handling of a Dissolving LLC’s Real Property

A common LLC problem: LLC members are ready to call it quits on the LLC and divide their interests in the LLC’s real property. Some members may want to sell, receive cash, and recognize gains for tax purposes. Other...more

Patton Sullivan Brodehl LLP

Can Derivative Claims be Pursued for a Dissolved or Cancelled LLC?

Today’s post focuses on a thorny issue arising from the LLC Jungle — can derivative claims be pursued on behalf of a dissolved or cancelled LLC? In short, the answer is “yes” — but there are nuances to be aware of....more

Patton Sullivan Brodehl LLP

Think Carefully Before Forming an “Out of State” LLC

Many California-based LLC managers and members are lured by the potential benefits of forming the LLC under the laws of a jurisdiction outside of California. Delaware can be an enticing option. Delaware is known for its...more

Jackson Walker

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

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

Morris James LLP

Do Equities Militate Against Restrictions Barring Petition for Dissolution?

Morris James LLP on

Delaware courts often emphasize the freedom of contract of parties to define their rights, powers, duties, obligations, liabilities and restrictions in a limited liability or operating agreement under the Delaware Limited...more

Allen Matkins

Court Sorts Out California RULLCA Transition Muddle

Allen Matkins on

Monday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015).  That post discussed the Court of Appeal’s holding that under the General Corporation Law the dismissal of a cause of action for involuntary...more

Hinshaw & Culbertson LLP

A Cautionary Tale: Members of a Defunct LLC May Have Liability For Attorney Fees

Hinshaw & Culbertson LLP on

In CB Richard Ellis Inc. v. Terra Nostra Consultants the California Court of Appeal for the Fourth Appellate District decided an interesting issue concerning the liability of an LLC member for a fee award imposed against the...more

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