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
As a Texas LLC owner, member, or manager, you've made a strategic choice to separate your business and personal finances through a limited liability company structure. This critical legal barrier provides valuable protection,...more
In deciding whether to impose alter ego liability with respect to a limited liability company, a federal court has several possible choices. It could apply the law of the state of formation of the LLC, it could apply the...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
Dealing with creditors is never a fun experience. However, some creditors are more severe than others, especially in the cannabis industry. One of those is the California Department of Tax and Fee Administration (CDTFA),...more
1. Choosing the Right Legal Structure - 1.1 Introduction - Establishing a business entity in the United States can be an important strategic step for any international company that wants to avail itself of the...more
When a debtor LLC receives a discharge order from a bankruptcy court, a creditor is prevented from enforcing any preexisting debts against the discharged LLC as a personal liability. This is known as the “discharge...more
Unionized employers participating in an underfunded multiemployer pension plan face significant financial exposure when withdrawing (completely or partially) from the plan. The cost (called “withdrawal liability”) is...more
NY Needs the Revenue- A couple of weeks ago, the Tax Foundation released its latest “State Business Tax Climate Index,” which assesses a state’s tax system and compares it to that of other states. New York seems to be a...more
In a recently published opinion, Hacker v. Fabe, 92 Cal. App. 5th1267 (2023), the California Court of Appeal found that an LLC owner’s destruction of the company’s records was a substantial factor that subjected him to...more
Michael Jackson died in 2009. After his death, two plaintiffs filed complaints against two corporations of which Michael Jackson was the sole shareholder. The trial court sustained the plaintiffs' demurrer setting up...more
Clients often worry if they can be held personally liable for a company in which they have an ownership interest. This is often followed by the question of whether one of their companies can be responsible for the obligation...more
By: Jeffrey M. Haber This Blog has previously written about the benefits of forming a corporation or a limited liability corporation and the perils of ignoring the corporate formalities that are attendant thereto. In today’s...more
"Outside reverse veil piercing" allows a shareholder's creditor to reach corporate assets. In Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal. App. 4th 1510 (2008), the Fourth District Court of Appeal rejected outside...more
Serving as a company official—whether an LLC manager or an officer or director of a corporation—can sometimes be a risky prospect. Company officials on occasion find themselves at the center of complex litigation solely...more
In a prior post — The DAO Jungle? — we recapped the State of Wyoming’s new legislation extending LLC protections to Decentralized Autonomous Organizations (DAOs). Under that Wyoming law, a DAO could register as a LLC and its...more
A California federal court recently held that all governance token holders were responsible for any losses suffered in a security incident. Specifically, the court, in denying a motion to dismiss, ruled in part in favor of a...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
Members of an LLC are required to pitch in equally for the LLC’s expenses and debts, right? Generally, no....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
Starting a new business? The U.S. Bureau of Labor Statistics indicates that 20% of new businesses fail in the first two years, 45% in the first five years. As daunting as those figures may seem, there are measures you can...more
It wouldn’t be far-fetched to say that, as a species, we humans have a propensity – rooted in our instinctive tendency for self-preservation – toward denying anything we believe may cause us harm. It should come as no...more
A first-of-its-kind putative class action lawsuit filed in the Southern District of California is testing the legal argument that a decentralized autonomous organization (DAO) is a general partnership exposing its members to...more
1. Choosing the Right Legal Structure - 1.1 Introduction - Establishing a business entity in the United States can be an important strategic step for any international company that wants to avail itself of the world’s...more
In Bertolino v. Fracassa, Judge Salinger ruled that the advice-of-counsel defense did not insulate Frederick McDonald, a defendant in the case, from liability under the Massachusetts Uniform Securities Act (MUSA), G.L. c....more
Garnishment is a tool used by judgment creditors to collect on a judgment owed by the debtor-defendant. Property subject to garnishment includes monetary obligations owed by a third party to the debtor-defendant. In a recent...more