Navigating Disputes Within Your Health Care Practice
Bar Exam Toolbox Podcast Episode 278: Listen and Learn -- Partnership Liability
Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation
Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
Episode 19 | Business Law Update: A Primer on Ohio's Revised LLC Act
Episode 23: LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
Why Cannabis Related Businesses Must Consider Legal and Tax Issues
Episode 14 | You Came Up With a Great Business Idea During the Pandemic - Now What?
NGE On Demand: Profits Interests: Granting & Receiving with Patty Cain and Josh Klein
Law School Toolbox Podcast Episode 280: Listen and Learn -- Piercing the Corporate Veil
Bar Exam Toolbox Podcast Episode 120: Listen and Learn -- Piercing the Corporate Veil
Byron Egan – Upcoming Release of EGAN ON ENTITIES Third Edition
THE ACCIDENTAL ENTREPRENEUR PART IV
Navigating the LLC Jungle - I Know a Lawyer Podcast
THE ACCIDENTAL ENTREPRENEUR
Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner
Episode 20: The LLC's Two Worlds: A Conversation with Professor Peter Molk (Part Two)
Episode 19: The LLC’s Two Worlds: A Conversation with Professor Peter Molk (Part One)
For restaurant owners in New York, owning real estate can be a powerful asset—offering stability, long-term equity growth, and operational control. However, real estate ownership also exposes your business and personal wealth...more
The U.S. Department of the Treasury decided in March to suspend enforcement of the federal Corporate Transparency Act (CTA), but limited liability companies (LLCs) formed or authorized to do business in New York state still...more
New York’s personal income tax law, like that of other states, conforms with the federal system of income taxation. The reason typically given for such conformity is to simplify tax return preparation, improve compliance and...more
Owning and operating a restaurant in New York comes with significant financial and legal responsibilities—especially when real estate is part of your investment portfolio. As a restaurant owner, you face unique risks that can...more
A well-drafted Operating Agreement is crucial for restaurant LLCs, setting clear rules for ownership, management, and dispute resolution. However, even the best agreements can become a source of conflict if not properly...more
I recently had the pleasure of being interviewed by Sandra Schulte at the media production studios of the Manhattan Neighborhood Network located near the Javits Center. Sandra, whom I met at a CLE program where I was a...more
It’s difficult to assess the potency of section 417(a) of New York’s LLC law. The provision starts off with a seemingly broad rule: “The operating agreement may set forth a provision eliminating or limiting the personal...more
In addition to blooming trees and longer days, spring in New York has ushered in a fresh crop of noteworthy decisions on intra-LLC disputes. Headliners include a boost to members’ rights to compel an accounting courtesy of...more
After a rollercoaster of activity related to the federal Corporate Transparency Act (CTA), the US Treasury Department (Treasury) announced on March 2 that it will not enforce any penalties or fines associated with beneficial...more
Over the years I’ve become less enamored with arbitration as an alternative to litigating complex business cases in court, mostly because the traditional trade-off between abundant due process protections (court) versus...more
The NYS LLC Transparency Act (the “New York Act”) became law in January 2024 and takes effect on January 1, 2026. When in effect, it would require limited liability companies formed or qualified to do business in New York to...more
It is not uncommon in the restaurant business for a restauranteur to partner with a silent-partner investor, i.e. the money guy. It’s not uncommon for the restaurant partners to fight over the control of the restaurant....more
It’s been 15 years since the Second Department’s decision in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121, 2010 NY Slip Op 00688 (2d Dept Jan. 26, 2010), which established the standard for judicial dissolution of limited...more
Partnership conflicts can arise in any restaurant business, and in some cases, the only solution is expelling a partner. However, removing a business partner is a complex legal process that must be handled carefully to avoid...more
I’ve noticed over the many years since this blog’s launch a disproportionate number of posts concerning disputes among restaurant co-owners. The only explanation I’ve come up with is that first-time, start-up restaurant...more
While entity distinctness is a bedrock principle of corporate law, it may often appear redundant and unnecessary for a limited liability company (“LLC”) to sign its own operating agreement. That was likely the thinking of the...more
As of December 26, 2024, the Fifth Circuit restored the nationwide injunction against the federal Corporate Transparency Act (“CTA”), issued in Texas Top Cop Shop. No enforcement of the filings requirements is currently...more
In the Appeal of Mather, the California Office of Tax Appeals (OTA) held in a precedential opinion that New York City’s (NYC) Unincorporated Business Tax (UBT) was not a tax “imposed by and paid to another state,” as required...more
Medical spas, or “MediSpas,” have become very popular throughout the country, including New York. For those interested in owning and operating a medical spa, understanding New York’s complex regulatory landscape governing...more
On March 1, New York Governor Kathy Hochul signed a new version of the New York LLC Transparency Act (NYLTA) into law, repealing the original version enacted in December 2023. The new NYLTA pushes back the law’s effective...more
As noted in our previous alert on January 22, 2024, the New York LLC Transparency Act (NYLTA) represents a pivotal step in New York State’s regulatory landscape, aligning closely with the federal Corporate Transparency Act...more
New York recently Amended the New York LLC Transparency Act. The original version of the law was enacted December, 2023 and mandated disclosure of beneficial ownership of limited liability companies. Please see our previous...more
Enacted in 2021, the Corporate Transparency Act (CTA) took effect on January 1, 2024. With this act, Congress intended to combat illicit activity by requiring certain US businesses to disclose ownership information to FinCEN....more
On March 1, 2024, New York State Governor Kathy Hochul signed into law a revised version of New York State's LLC Transparency Act, which is modeled on FinCEN's Beneficial Ownership Information Rule. Other states are...more
A new statute in New York, entitled the LLC Transparency Act (the NY LLCTA), originally signed into law by Gov. Kathy Hochul on Dec. 23, 2023, was amended on March 1, 2024. As noted in our previous client alert discussing the...more