Episode 4: John Cunningham Interview on Avoiding LLC Deadlock
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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 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
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
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