Episode 3: Professor Peter Molk Interview on Drafting Around LLC Default Rules
By now, attorneys practicing in the Fifth Circuit should know that if a case is in federal court on the basis of diversity jurisdiction, they must ensure that the record supports the diversity of citizenship requirement, lest...more
Prior LLC Jungle posts have addressed the tricky issue of LLC managerial authority in the context of the LLC’s dealings with third parties... As referenced in those posts, under Corporations Code section 17703.01, when an...more
NY Needs the Revenue- A couple of weeks ago, the Tax Foundation released its latest “State Business Tax Climate Index,” which assesses a state’s tax system and compares it to that of other states. New York seems to be a...more
The accounting industry is in a state of transition. The influx of private equity, labor shortages, and remote/hybrid work have all impacted accounting firms to varying degrees. To better understand the landscape of the...more
One feature commonly seen in commercial lending transactions is a waiver of the borrower’s authority to file for bankruptcy without the consent of the lender. While such “blocking” provisions are generally upheld where the...more
1 TYPES OF BUSINESS ENTITIES - There are several forms of business entities in Denmark and there are a wide range of possibilities for establishing a business entity in Denmark. The most suitable entity depends on a...more
To better understand the current landscape of the accounting industry, I have been interviewing managing partners and industry insiders regularly for the past two years. I recently asked managing partners, consultants, and...more
Types of business entities - The two most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”) and the corporation (“Sociedad Anónima” or...more
Can the sledgehammer remedies of California Penal Code section 496 — treble (triple) damages and attorney fees — apply for misappropriation of an LLC’s property? The California Supreme Court is set to answer that question...more
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
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
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
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
The COVID-19 outbreak creates numerous challenges for managers and directors in companies. In the present situation, they must keep a focused view of the business, while leading the company prudently through the crisis and...more
Almost one year ago, in Switzer v. Wood, California’s Fifth Appellate District held that an LLC manager or member participating in the theft of the LLC’s property could face liability under Penal Code section 496 — a statute...more
Under the “default” rules of most limited liability company laws, including California’s Revised Uniform Limited Liability Company Act, LLC managers owe fiduciary duties to the LLC and its members. Those default fiduciary...more
Unlike the Securities Act of 1933, California's Corporate Securities Law of 1968 includes interests in limited liability companies in the list of securities...more
The New Arizona Limited Liability Company Act (the “New LLC Act”) will impact all Arizona limited liability companies this year. The Arizona Limited Liability Company Act was recently amended. For any Arizona LLC formed on or...more
1. TYPES OF BUSINESS ENTITIES - There are several forms of business entities in Denmark and there are a wide range of possibilities for establishing a business entity in Denmark. The most suitable entity depends on a...more
In the LLC Jungle, allegations of “misappropriation” are common. LLC members and managers sometimes improperly divert the LLC’s funds and property for their own personal use. That bad behavior usually leads to claims of...more
Not long ago, The LLC Jungle posted an article addressing the perils of attorney representation of an LLC with two equal “co-managing members.” See Why Having “Co-Managers” for Your LLC is a Terrible Idea. This post...more
One of the hot button issues frequently leading to litigation in “The LLC Jungle” is the removal of an LLC’s manager. Thoughtfully drafted LLC Operating Agreements contain provisions addressing the criteria and procedures...more
Arizona Governor Doug Ducey signed SB 1353 into law on April 10, 2018, repealing Arizona’s previous LLC laws and replacing them with the new Arizona Limited Liability Company Act—colloquially known as ALLCA.1 ALLCA becomes...more