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Winstead PC

Presentation: Fiduciaryize Your Case

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David F. Johnson presented his speech on “Fiduciaryize Your Case” to the State Bar of Texas’s Advanced Civil Trial Course in Frisco, Texas, on July 11, 2024. This presentation covered what a fiduciary relationship means, the...more

Pillsbury Winthrop Shaw Pittman LLP

Sweden’s NATO Membership Is Official! Significant Business Opportunities Now Available to Swedish Companies

Sweden’s accession to NATO provides not only increased political stability in Northern Europe, but also presents significant opportunities to Swedish companies. On March 7, 2024, after a nearly two-year delay, Sweden...more

Winstead PC

Entity Formation as a Process: The Strategic Importance of Carefully Drafting Limited Liability Company Agreements Before Forming...

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From early-stage startups to seasoned enterprises, businesses eventually form at least one legal entity to carry out their operations. Down the road, as opportunities arise for a business to expand, acquire others, merge, or...more

Kramer Levin Naftalis & Frankel LLP

And Another Lender Blocking Provision Bites the Dust, Texas Bankruptcy Court Rules

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

Venable LLP

DAO or Dare: The Implications of Sarcuni v. bZx DAO for DAO Member Liability

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The blockchain community has debated for years whether Decentralized Autonomous Organizations (DAOs) can or should be analogized to a corporate form and whether they operate to insulate DAO members from legal liabilities....more

Stark & Stark

What Are the Different Types of Community Association Meetings?

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What are the different types of association meetings? How do you know what type of meeting to have? Community associations have board meetings and member meetings; knowing the difference and scheduling the right meeting is...more

Blank Rome LLP

New York State ALJ Determines Individual Member of LLC Personally Liable for Sales Tax

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An Administrative Law Judge (“ALJ”) recently determined that an individual member of a limited liability company (“LLC”) was personally liable for an LLC’s sales tax deficiency, both because he was a member of the LLC, and...more

Kaufman & Canoles

Credit Union Alert – FCUs Will Soon be Able to More Easily Expel Problematic Credit Union Members

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For a long time, federal credit unions (FCUs) have requested legislative changes to allow FCUs the ability to expel members who commit fraud or engage in violent or disruptive behavior. It took an act of Congress to get it...more

Miller Nash LLP

Business Owner Exit Planning: LLC Operating Agreements

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Limited liability companies (LLC or LLCs) are an attractive choice of entity for many non-public companies. An LLC is the preferred choice of entity for many advisors, including me, unless the facts warrant something...more

Winstead PC

Court Held That Those In Control Of A Limited Liability Company May Owe Fiduciary Duties To The Company And Its Members

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​​​​​​​In In re Mijares, a plaintiff claimed that a defendant defrauded him and breached fiduciary duties owed to him by charging improper, excessive, and unauthorized expenses to their medical practice, causing the...more

Bradley Arant Boult Cummings LLP

Derivative Lawsuits by Private Company Minority Owners: Procedures for Protecting the Company from Insider Misconduct

By definition, a minority owner in a private company does not have control over the business or the right to make decisions for the company. But minority owners do have legal recourse when the company’s majority owners –...more

Bradley Arant Boult Cummings LLP

Avoiding the Pitfalls of Assigning an Interest in an LLC

One of the goals in a business divorce is finality – ending a business relationship once and for all. But what if the end isn’t really the end?...more

Conyers

A Foundation For Fintech

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Cayman Islands foundation companies (Cayman Foundations) are increasingly being utilised as popular structuring vehicles in the sector. Although Cayman Foundations may initially have been intended to attract high-net-worth...more

Stark & Stark

New Legislation Permanently Allows Community Association Members to Participate in Member Meetings Via Remote Communication

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The New Jersey Nonprofit Corporation Act (N.J.S.A. 15A:5-1, et seq.) (the “Act”) was amended on Monday, January 22, 2022, to permanently allow remote community association member meetings (using Zoom, Teams, or other remote...more

Ward and Smith, P.A.

To Meet (In Person) or Not To Meet (In Person)…That is the Question: North Carolina Makes Permanent the Ability for Community...

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The past 19 months have been a challenging time. As a result of the Coronavirus pandemic, many precautions and restrictions were put in place to prevent the transmission and spread of COVID-19, including executive orders...more

BCLP

September 1st Implementation of FINRA Rule 1017(a)(7)

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Recap of FINRA Rule 1017(a)(7) - If you recall from our May 11th alert, effective September 1, 2021, FINRA Rule 1017(a)(7) will require a member firm to file a CMA when a natural person seeks to become an owner, control...more

Woods Rogers

Hindsight is 2020 – A Look Back at Impact of COVID-19 on Community Associations Focuses Efforts Moving Forward

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Since March 2020, society has learned how to navigate through and adjust to many upheavals and changes caused by the COVID-19 pandemic. This is certainly true for community associations conducting business and carrying out...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Dismisses Petition to Dissolve LLCs Based on Broadly Stated Purpose Provision

In Lazar v. Attena LLC, Justice Andrea Masley of the New York County Commercial Division granted Arik Mor and Uriel Zichron’s (together, “Respondents”) motion to dismiss a petition to dissolve three limited liability...more

Farrell Fritz, P.C.

Departing LLC Members: Exercise Your Put Option Before Insolvency Approaches

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Several weeks ago, I had the pleasure of first appearing on this blog, with a piece about a Delaware Chancery Court decision considering—as a matter of apparent first impression—whether an LLC could exercise, then walk back a...more

Patton Sullivan Brodehl LLP

Penal Code Remedies for LLC Misappropriation?

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

Jaburg Wilk

Will Your Vote Count? Member and Manager Voting under Arizona’s New LLC Act

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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

Jaburg Wilk

Careful What You Say: The Unintended Consequences Of Oral Operating Agreements

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The New Arizona Limited Liability Company Act (the "New Act"), applicable immediately for all Arizona limited liability companies (each, a "LLC") formed on or after September 1, 2019 and applicable September 1, 2020 for all...more

Whitman Legal Solutions, LLC

Majority LLC Members Take Note: You May Have a Fiduciary Duty to the Other Members

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

Patton Sullivan Brodehl LLP

LLC Managers or Members With “Sole Discretion” Must Still Act in Good Faith

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

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

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