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Limited Liability Company (LLC) Partnership Agreements

Farrell Fritz, P.C.

Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest

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Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more

Ballard Spahr LLP

Is the Delaware Supreme Court Pushing Back on Chancery’s Suspicion of Non-Competes?

Ballard Spahr LLP on

The Delaware Court of Chancery has been increasingly willing of late to strike down non-compete covenants as overbroad, a trend accompanied by a growing unwillingness to “blue pencil” agreements by narrowing terms to what the...more

Cozen O'Connor

Rethinking Restrictive Covenants: Delaware Courts’ Movement in Favor of the Restricted

Cozen O'Connor on

In the first half of 2023, the Delaware Chancery Court issued two decisions regarding non-competition and non-solicitation provisions that should make parties carefully consider whether restrictive covenants are appropriately...more

Fox Rothschild LLP

Friends, Family, and Partnerships: a Litigation Tale as Old as Time

Fox Rothschild LLP on

“Ray Reason, along with his aunt and uncle, decided to go into business with Gerald Barfield, a family friend who was a real estate developer.” When that’s a line in a holiday card letter of how the year went, it...more

Farrell Fritz, P.C.

Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating...

Farrell Fritz, P.C. on

The universe works in mysterious ways. Four days ago, when I sat down to write this article, my plan was to feature a decision from Manhattan Commercial Division Justice Andrea J. Masley denying dismissal of a closely-held...more

Farrell Fritz, P.C.

Is Loss Sharing an “Indispensable Essential” of Partnership?

Farrell Fritz, P.C. on

What makes a partnership a partnership? What makes a partner a partner? To be clear, I’m referring to partners in a general partnership....more

Levenfeld Pearlstein, LLC

Common Governance Provisions in Accounting Firm Partnership Agreements

When it comes to accounting firm partnership agreements, governance is a key component. In this article, we discuss various governance provisions to consider when drafting an accounting firm partnership agreement....more

Farrell Fritz, P.C.

Anti-Dissolution Provisions and Public Policy

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In Congel v Malfitano, New York’s highest court wrote that business partners are free to include in partnership contracts practically “any agreement they wish,” including about “the means by which a partnership will dissolve,...more

PilieroMazza PLLC

Operating Agreement Drafting Considerations: Removal of a Member

PilieroMazza PLLC on

When establishing a multi-member limited liability company, it is important to plan for the worst. It may seem cynical to think about the end before the beginning, but every company has a half-life. And while relationships at...more

Bowditch & Dewey

Are Your Unreimbursed Partner’s Expenses Deductible?

Bowditch & Dewey on

Since the Tax Cuts and Job Act of 2017 (TCJA) was passed, a little-known deduction for unreimbursed partner’s expenses (UPE) has taken on more significance. Partner’s in partnership and members of an LLC often incur...more

Foster Garvey PC

Get Ready – The Internal Revenue Service May Be Knocking on Partnership Doors Next Year

Foster Garvey PC on

On November 2, 2015, the Bipartisan Budget Act (“Act”) was signed into law by President Barack Obama. One of the many provisions of the Act significantly impacted: (i) the manner in which entities taxed as partnerships are...more

Farrell Fritz, P.C.

Enforceability of Oral Operating, Shareholder, and Partnership Agreements

Farrell Fritz, P.C. on

Oral agreements – and oral modifications of written agreements – are a constant source of litigation in business divorce cases. Alleged oral agreements are subject to attack based upon legal enforceability – as well as their...more

Buckingham, Doolittle & Burroughs, LLC

LLC Operating Agreements And Partnership Agreements Should Be Amended To Address New Law

If you signed an LLC operating or partnership agreement prior to January 1, 2018, it may need to be amended to accommodate a significant new rule regarding taxation of partnerships. Effective for tax years beginning after...more

Patton Sullivan Brodehl LLP

Why Having “Co-Managers” for Your LLC is a Terrible Idea

The trend in most real estate-related LLCs is to have a single appointed manager.  Under the LLC’s operating agreement, the manager typically has authority to make the day to day business decisions on behalf of the LLC, while...more

Dorsey & Whitney LLP

What can hair metal and grunge bands teach us about IP ownership?

Dorsey & Whitney LLP on

It has been an interesting several weeks in the trademark world that have transported me back to my halcyon days of high school metal and college grunge (but mostly I was a new wave guy). The years-long litigation going...more

Poyner Spruill LLP

New Tax Audit Rules May Warrant Changes to LLC and Partnership Agreements

Poyner Spruill LLP on

Most partnerships and limited liability companies taxed as partnerships (collectively, "partnerships") are now in the middle of preparing their 2018 tax returns. They may notice a new line on their tax returns where they...more

Lowndes

Now Is The Time To Review Your Tax Provisions

Lowndes on

As tax season is underway, one important deadline is coming that should not be overlooked. Tax law allows for partnership and LLC agreements to be amended retroactively to the first day of the prior year, provided the...more

Coblentz Patch Duffy & Bass

Partnerships and LLCs Need to Revise Their Agreements to Address New Audit Procedures

In August 2018, the U.S. Department of the Treasury issued final Regulations concerning the qualifications, designation, authority, and resignation of the required Partnership Representative under the new Centralized...more

Lowndes

Before 2018 Ends, Be Sure Your Partnership Agreements Are Up To Date

Lowndes on

As 2018 comes to a close, it is important to make sure that your partnership and LLC agreements reflect the new tax law that went into effect on January 1, 2018. For all tax years beginning on or after January 1, 2018, the...more

Farrell Fritz, P.C.

Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 2

Farrell Fritz, P.C. on

...So you, or your client, have found yourself in an appraisal proceeding. The question then becomes: What are the legal rules, principles, and standards that apply in the valuation proceeding itself? That is the subject of...more

Farrell Fritz, P.C.

Basics Of Valuation Proceedings – Litigating An Appraisal From Start To Finish – Part 1

Farrell Fritz, P.C. on

Last month, seasoned business appraiser Andy Ross of Getty Marcus CPA, P.C., and I made a presentation at the Nassau County Bar Association about appraisal proceedings in business divorce cases. With the subject of business...more

Davis Wright Tremaine LLP

Sweeping Changes to Partnership Audit Rules Warrant Changes to Existing Partnership and LLC Agreements

Sweeping changes to the rules governing federal income tax audits of partnerships went into effect this year. The new partnership audit rules (the “New Audit Rules”) apply for partnership tax returns for taxable years...more

Verrill

Lawyers on Tap: Tap Tips for Entity Formation and Taxation

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In this episode of Verrill Voices: Lawyers on Tap, Verrill Dana attorneys Jennifer Green and Jonathan Dunitz discuss the importance of entity formation to the overall success of a brewery business, and the differences between...more

Whitman Legal Solutions, LLC

If One Musician Plays A Wrong Note, the Entire Orchestra Now May Pay the Price -- Be Aware of New Partnership Tax Audit Rules

In 1985, the “participatory journalist” George Plimpton worked as a temporary percussionist, playing sleigh bells, triangle, bass drum, and most notably, gong, with the New York Philharmonic. During a performance, he once...more

Miles & Stockbridge P.C.

How You May Be Affected by the Changes to Partnership Audit Rules

In 2015, Congress passed the Bipartisan Budget Act that created a new Centralized Partnership Audit regime that is effective for income tax returns filed of partnership taxable years beginning after December 31, 2017. These...more

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