Physician Partnership Agreements: Setting Yourself Up for Success
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
Partnership and Similar Agreements - Douglas W. Lubic, Esq.
Running a restaurant with business partners can be a rewarding venture, but partnerships don’t always go as planned. Disagreements, financial troubles, and breaches of fiduciary duty can create conflicts so severe that...more
A recent decision from one of our favorites, Albany County Commercial Division Justice Richard M. Platkin, is a reminder to would-be assignees of limited partnership interests that without total compliance with the terms and...more
Here’s What Happened This dispute arose from the operations of 409 North Camden, LLC, which owns a two-story office building in Beverly Hills. The property's history dates back to 1963, when six friends purchased it as...more
The era of the old-fashioned general partnership long ago petered out, largely displaced by subchapter S corporations and, in the last few decades, limited liability companies, both of which allow pass-through taxation...more
Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more
The Delaware Court of Chancery has been increasingly willing of late to strike down non-compete covenants as overbroad, a trend accompanied by a growing unwillingness to “blue pencil” agreements by narrowing terms to what the...more
In the first half of 2023, the Delaware Chancery Court issued two decisions regarding non-competition and non-solicitation provisions that should make parties carefully consider whether restrictive covenants are appropriately...more
“Ray Reason, along with his aunt and uncle, decided to go into business with Gerald Barfield, a family friend who was a real estate developer.” When that’s a line in a holiday card letter of how the year went, it...more
The universe works in mysterious ways. Four days ago, when I sat down to write this article, my plan was to feature a decision from Manhattan Commercial Division Justice Andrea J. Masley denying dismissal of a closely-held...more
What makes a partnership a partnership? What makes a partner a partner? To be clear, I’m referring to partners in a general partnership....more
When it comes to accounting firm partnership agreements, governance is a key component. In this article, we discuss various governance provisions to consider when drafting an accounting firm partnership agreement....more
In Congel v Malfitano, New York’s highest court wrote that business partners are free to include in partnership contracts practically “any agreement they wish,” including about “the means by which a partnership will dissolve,...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
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
On November 2, 2015, the Bipartisan Budget Act (“Act”) was signed into law by President Barack Obama. One of the many provisions of the Act significantly impacted: (i) the manner in which entities taxed as partnerships are...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
If you signed an LLC operating or partnership agreement prior to January 1, 2018, it may need to be amended to accommodate a significant new rule regarding taxation of partnerships. Effective for tax years beginning after...more
The trend in most real estate-related LLCs is to have a single appointed manager. Under the LLC’s operating agreement, the manager typically has authority to make the day to day business decisions on behalf of the LLC, while...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
Most partnerships and limited liability companies taxed as partnerships (collectively, "partnerships") are now in the middle of preparing their 2018 tax returns. They may notice a new line on their tax returns where they...more
As tax season is underway, one important deadline is coming that should not be overlooked. Tax law allows for partnership and LLC agreements to be amended retroactively to the first day of the prior year, provided the...more
In August 2018, the U.S. Department of the Treasury issued final Regulations concerning the qualifications, designation, authority, and resignation of the required Partnership Representative under the new Centralized...more
As 2018 comes to a close, it is important to make sure that your partnership and LLC agreements reflect the new tax law that went into effect on January 1, 2018. For all tax years beginning on or after January 1, 2018, the...more
...So you, or your client, have found yourself in an appraisal proceeding. The question then becomes: What are the legal rules, principles, and standards that apply in the valuation proceeding itself? That is the subject of...more
Last month, seasoned business appraiser Andy Ross of Getty Marcus CPA, P.C., and I made a presentation at the Nassau County Bar Association about appraisal proceedings in business divorce cases. With the subject of business...more