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 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
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)
Lowndes Client Corner Podcast Episode 5 - Winter Park Distilling Company Brews One-Of-A-Kind Facility in Winter Park
Investment Management Update – Exit Strategies
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
Disputes among members of a limited liability company (LLC) are inevitable. Unlike casual disagreements with friends or roommates, conflicts within an LLC can have legal and financial consequences. Recognizing this reality,...more
In “business divorce” litigation involving LLCs, it is common to see a disgruntled LLC member asserting claims against the LLC’s manager. Depending on the type of harm alleged, those claims might be asserted directly (by the...more
Join me if you know this refrain: In New York, deadlock is not an independent ground for LLC dissolution. But… Almost exactly two years ago from today, Peter Mahler published a post titled: “Has the Time Come for...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
Welcome to our 17th annual edition of the Top 10 business divorce cases featured on this blog over the past year. This year’s selections buck the trend of previous years in which cases involving limited liability...more
There’s a ton of Delaware caselaw enforcing Section 18-1101 (c) of that state’s LLC Act as amended in 2004, authorizing LLC agreements to eliminate the members’ and managers’ liability for breach of fiduciary duty, the only...more
Many posts on The LLC Jungle blog have focused on the fiduciary duties owed by LLC managers to both the LLC’s members and the LLC itself. Other posts have focused on the pitfalls of LLC Operating Agreements that fail to...more
Some years are easier than others to select the most significant business divorce cases. In this, the 16th year I’ve published this top-10 list, the task is made especially difficult by a veritable flood of court decisions...more
In the world of LLCs, buyouts — where one member sells his/her membership interest to another member or the LLC itself — are commonplace. Buyouts generally fall into one of two categories: contractual — where the...more
LLC operating agreements frequently provide for indemnity to the LLC’s manager. This is consistent with the statutory default rule embodied by California Corporations Code section 17704.08(a), which provides for indemnity...more
California’s anti-SLAPP statute (Code of Civil Procedure section 425.16) aims to protect defendants from meritless lawsuits designed to chill “protected activity” — i.e., the exercise of rights of petition or free speech on...more
One of the earliest signs that a closely-held business is headed for divorce lies in how its owners treat new opportunities. When the relationship among the owners reaches a certain level of distrust, an owner presented with...more
The Delaware Limited Liability Company Act allows for the fiduciary duties of a member to be expanded, restricted, or eliminated by provisions in the operating agreement of a limited liability company (“LLC”). If drafters...more
You know you’re in big trouble if the post-trial decision in a lawsuit you filed begins like this: “The court finds the plaintiff, Rowen Seibel, not credible. This is primarily because it appears he fabricated evidence...more
Case law involving limited liability companies (LLCs) is rapidly evolving. Some states, most notably Delaware, permit LLCs to limit or eliminate liability for breaches of fiduciary duty by an LLC’s members or managers. Other...more
Appearances can be deceiving. - That, essentially, was the argument made in two recently decided cases involving claims for judicial dissolution. ...more
Does a member of a limited liability company owe a fiduciary duty to the company and the other members? Section 17704.09(a) of the California Corporations Code states that a member owes a duty of loyalty and a duty of care. ...more
LLC managers owe fiduciary duties both to the LLC and to the LLC’s members, similar to the duties owed by a partner to other partners in a partnership. (Corp Code §17704.09.) These include the duty of loyalty, care, and...more
In Villareal v. Saenz, a district court magistrate judge for the Western District of Texas, San Antonio Division, has recognized that members exiting a limited liability company may continue to hold fiduciary duties despite...more
Most folks associate beer with pleasure. Many craft brewers will tell you they went into business for that reason: to make themselves and others happy (and, oh yeah, make money). ...more
The derivative suit concept so familiar in the corporate context has been grafted onto the limited liability form. The contractual nature of limited liability companies and their often closely-held membership can pose...more
In Villareal v. Saenz, two co-owners of a limited liability company sued each other regarding conduct surrounding a business divorce. 5-20-CV-00571-OLG-RBF, 2021 U.S. Dist. LEXIS 94183 (W.D. Tex. May 18, 2021)....more
Last week, Peter Mahler blogged about a recent decision holding that a minority shareholder’s claim against its majority co-owners for breach of fiduciary duty in connection with a sale of the business to a third party...more