News & Analysis as of

Limited Liability Company (LLC) Securities

Cadwalader, Wickersham & Taft LLP

A Truly Bingeworthy Series July 2024 - Some Key Considerations When Lending to a Master-Series Fund

Master-series funds are definitely not on our desks on a daily basis; however, they do arise from time to time, and certainly as transactions are becoming more and more bespoke. Care should be taken by lenders when lending to...more

Allen Matkins

There Are Four Answers To The Question "Is A Limited Liability Company Interest Is A Security Under California Law?"

Allen Matkins on

The federal securities laws predate by decades the advent of limited liability companies and the statutory definitions of a "security" under those laws has not been updated to address membership interests in LLCs.  California...more

Walkers

Dealing with Bermuda Segregated Accounts Companies

Walkers on

A Bermuda company (including a limited liability company) may be registered as a segregated accounts company (a "SAC") under the Segregated Accounts Companies Act 2000 (as amended) (the "SAC Act") to enable it to establish...more

Allen Matkins

When A 20% Interest May Be a 40% Interest

Allen Matkins on

The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents.  However, Section 25120 of the California Corporations Code makes it...more

Rivkin Radler LLP

Sale of Partnership Interests . . . In the Ordinary Course of Business?

Rivkin Radler LLP on

What Is It? Where one stands on an issue of tax law may depend upon context and perspective, including the facts and circumstances one finds relevant, and whom one is counseling or representing. Tax advisers often find...more

Whitman Legal Solutions, LLC

Selling Real Estate Securities: The “Issuer Exemption” from Broker-Dealer Licensing

When companies sell their own securities, their executives and employees must be careful not to run afoul of the Securities Exchange Act of 1934 (Exchange Act) and broker-dealer licensing requirements. These challenges are...more

Vicente LLP

Financing New Ventures: 10 Key Considerations to Structure an Equity Raise for a New Company

Vicente LLP on

Raising money for a company is challenging. It can be even more challenging if you haven’t been through the process before and don’t know what decisions you need to make. In this article, we will lay out ten different...more

Hutchison PLLC

FAQs About Equity Compensation

Hutchison PLLC on

Here are ten common questions I receive from clients about issuing equity (stock or options) to service providers (advisors/directors/officers/employees/consultants)...more

Allen Matkins

Why The CSL's Application To The Sale Of LLC Membership Interests May Be Unknown And Unknowable At The Time Of Sale

Allen Matkins on

The California Corporate Securities Law of 1968, like the federal Securities Act of 1933 and Securities Exchange Act of 1934, define "security" by providing a list. Because limited liability companies did not exist when these...more

Allen Matkins

When An LLC Interest Is A Security

Allen Matkins on

Yesterday's post concerned U.S. District Court Judge Cynthia Ann Bashant's recent ruling that a plaintiff had failed to plead adequately the existence of a security. D.R. Mason Constr. Co. v. GBOD, LLC, 2018 U.S. Dist. LEXIS...more

Smith Anderson

Unpacking Your LLC: Tax Considerations in Limited Liability Company Liquidations

Smith Anderson on

Has your LLC lost its luster? Has it outlived its usefulness as an asset management, asset protection, or, dare we say it, wealth transfer vehicle? Are you tired of discussing the company’s operations with the other owners?...more

Orrick, Herrington & Sutcliffe LLP

The World in US Courts: Orrick's Quarterly Review of Decisions Applying US Law to Global Business and Cross-Border Activities

Alien Tort Statute (ATS)/Political Question Doctrine/Foreign Sovereign Immunity Act (FSIA)/ Act of State Doctrine - District Court Dismisses ATS Claim Where Alleged Conduct in US was not Directly Linked to Injuries...more

Troutman Pepper

Applying the Look-Through Rules in Determining 'Investment Partnership' Status Under Section 721(b) - Tax Update Volume 2017,...

Troutman Pepper on

Careful Evaluation and Planning Should Be Undertaken When the Partnership Is Formed and When Assets Are Contributed to Evaluate the Potential Impact of Section 721(b). Many taxpayers choose partnership structures...more

Ballard Spahr LLP

Investment Management Update

Ballard Spahr LLP on

Investment Adviser AXA Wins Excessive Fee Trial - A federal judge in New Jersey has ruled in favor of AXA Equitable Life Insurance Company (AXA Equitable) and its wholly owned subsidiary, AXA Equitable Funds Management...more

Stinson - Corporate & Securities Law Blog

What is a Security? Even the SEC Can’t Always Tell

On February 27, 2015, an Administrative Law Judge (ALJ) determined that, contrary to claims by the SEC, interests in an LLC that invested in conservation easements as a tax deduction mechanism were not “securities” within the...more

Allen Matkins

Are LLC Interests Securities in California?

Allen Matkins on

Does California consider membership interests in a limited liability company to be securities? There are two correct answers to this question – yes and no. As I discussed a few years back, the California Corporate Securities...more

Farella Braun + Martel LLP

New Laws Bring California into Alignment with U.S.

Starting in 2012, a variety of new laws passed that directly affect California businesses. There were new filing requirements for exempt securities offerings involving real estate, changes to the rights of dissenting...more

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