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Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
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Cutting ties with business partners is a delicate and often complex process. Whether driven by irreconcilable differences, strategic shifts, or personal reasons, disengaging from business partners requires careful...more
Limited liability companies (LLCs) offer significant tax flexibility – for one thing they can elect to be treated as disregarded entities, partnerships, C corporations, or S corporations, and can even shift between those tax...more
One need not peruse the pages of this blog for long to learn that its authors strongly advise against entering into an owners’ agreement that calls on the members to “annually” (or worse, “regularly”) update a critical aspect...more
Someday, perhaps, I’ll find the comedic inspiration to come up with a joke that begins, “An LLC, a partnership, and a close corporation walk into a bar . . ..” Until then, I’ll have to satisfy myself with writing about an...more
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
Interested in granting or receiving profits interests but confused by its features? NGE attorneys Patricia Cain and Josh Klein walk you through the compensation, tax, and corporate elements to consider as you navigate this...more
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
Recently, Justice Andrew Borrok of the Commercial Division denied a summary judgment motion in a dispute involving what is colloquially referred to as a “shotgun” or a “buy-sell” clause in agreements governing joint ventures...more
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
In 77 Charters, Inc. v. Gould et al.., C.A. No. 2019-0127-JRS (Del. Ch. May 18, 2020), 77 Charters, Inc. (“Plaintiff”) brought suit against defendants Jonathan Gould (“Gould”), Stonemar MM Cookeville, LLC (“Stonemar MM”),...more
Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more
July 30, 2020 The operating agreement is the governing document with respect to the management and conduct of a limited liability company (an “LLC”). It outlines the financial and functional decisions of the business and,...more
This episode features a lively interview with Donald J. Weidner, Dean Emeritus of the Florida State University College of Law and one of the leading authorities in the country on partnerships and LLCs. Don’s latest article,...more
I’ve lost track of how many lawsuits I’ve seen between co-owners of New York City restaurants. It’s not surprising given the high percentage of restaurant failures in an intensely competitive market with high rents, high...more
What makes someone a member of an LLC? It’s a question that frequently arises in business divorce cases involving LLCs that have no written operating agreement much less certificated membership interests. ...more
Too many closely-held businesses suffer from poorly drafted operating or shareholder agreements, or have no written agreements in place at all. Without good documentation, there is no road map to guide the partners when the...more
A limited liability company (an “LLC”) is a business structure created by state statute, but it is not a distinct business entity for tax purposes (like a partnership or a corporation). Instead, businesses structured as LLCs...more
Tax issues always have been an integral factor in valuing closely held business entities, whether for purposes of a court-supervised buyout or otherwise. The Tax Reform Act of 2018 added an important, new deduction for...more
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
2018 was a very active year for tax developments. The big story was the application of the substantial reforms of the Tax Cuts and Jobs Act of 2017, which took initial effect in 2018. But there were several other developments...more
The Bipartisan Budget Act of 2015 enacted sweeping changes to the federal audit regime for entities taxed as partnerships. The new audit rules became effective for tax years beginning on or after January 1, 2018. For tax...more
Let me say up front, I don’t claim to know the answer to the question posed in this post’s title, or pretend there’s a simple yes-or-no answer....more
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
Congress enacted the Bipartisan Budget Act of 2015 (“BBA”) under which existing partnership audit rules have been replaced. The new BBA audit rules are broad and complex and effective for partnership tax returns filed for tax...more
Haynsworth Sinkler Boyd recently hosted our annual Corporate Law for Accountants Seminars across South Carolina. These complimentary seminars covered three main topics: (1) operating agreements, (2) employment law and (3)...more