News & Analysis as of

Limited Liability Company (LLC) Corporate Sales Transactions

Gray Reed

2021 TBOC Changes: What Does This Mean for Texas Partnerships, Corporations, and LLCs?

Gray Reed on

The Texas Legislature, during its 87th Regular Session, passed several bills with direct implications for Texas partnerships, corporations, and limited liability companies. Below are some of the key changes for Texas...more

Stinson - Corporate & Securities Law Blog

Court Finds Potentially Defective Conversion of an LLC Valid

Often in M&A transactions one stumbles across conversions to and from LLCs that do not strictly adhere with statutory formalities or terms of related limited liability company agreements....more

Farrell Fritz, P.C.

Re-Revisiting The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations

Farrell Fritz, P.C. on

Three weeks ago, I wrote about the Bak v Rostek case in Brooklyn Supreme Court addressing the duty to disclose third-party offers amidst buy-out negotiations between co-owners. ...more

Morrison & Foerster LLP - Government...

A Rose By Any Other Name: Offeror Remained The Same Entity For Bidding Purposes Despite Converting From A Corporation To A Limited...

We have previously addressed the challenges and legal risks of an offeror being the subject of a major transaction while it has a proposal pending for a Federal procurement. In numerous bid protest decisions, the U.S....more

Farrell Fritz, P.C.

Consider Whether Your Buy-Sell Provision is a Call Option Before Pulling the Trigger

Farrell Fritz, P.C. on

As regular readers of the blog surely are aware, there are few provisions in an LLC or shareholders agreement more likely to be the focus of dispute than the buy-sell provision. Most times, these disputes expose a flaw in the...more

Morgan Lewis

FTC Raises Hart-­Scott-­Rodino Thresholds 2020

Morgan Lewis on

Transactions closing on February 27 or later will be subject to increased HSR Act jurisdictional and filing fee thresholds. ...more

Mintz - Employment, Labor & Benefits...

Purchaser of LLC Units May Enforce Non-Compete Without Employee Consent

As ubiquitous as limited liability company interests may be these days, litigants are still arguing over whether the sale of LLC membership units is like the sale of stock. When a stock sale takes place, the new owners of...more

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