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Partnership Agreements Operating Agreements Limited Liability Company (LLC)

Davidoff Hutcher & Citron LLP

When To Seek Judicial Dissolution For Your Restaurant Business

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

Farrell Fritz, P.C.

Hoping to Take Assignment of an LP or LLC Interest? Best Read the Contract

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Warning: If You Want Legal Fee Advancement or Indemnification, You May Need to Amend Your Partnership, Shareholder, or Operating...

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Anti-Dissolution Provisions and Public Policy

Farrell Fritz, P.C. on

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

PilieroMazza PLLC

Operating Agreement Drafting Considerations: Removal of a Member

PilieroMazza PLLC on

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

Bowditch & Dewey

Are Your Unreimbursed Partner’s Expenses Deductible?

Bowditch & Dewey on

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

Farrell Fritz, P.C.

Enforceability of Oral Operating, Shareholder, and Partnership Agreements

Farrell Fritz, P.C. on

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

Buckingham, Doolittle & Burroughs, LLC

LLC Operating Agreements And Partnership Agreements Should Be Amended To Address New Law

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

Patton Sullivan Brodehl LLP

Why Having “Co-Managers” for Your LLC is a Terrible Idea

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

Dorsey & Whitney LLP

What can hair metal and grunge bands teach us about IP ownership?

Dorsey & Whitney LLP on

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

Verrill

Lawyers on Tap: Tap Tips for Entity Formation and Taxation

Verrill on

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

Ward and Smith, P.A.

Why Do You Need a Buy-Sell Agreement for Your Closely Held Company?

Ward and Smith, P.A. on

Why do you need a Buy-Sell Agreement for your closely held company? In a nutshell, your business partner might die, become disagreeable, or just simply lose his or her mind, and you need a set of rules to resolve the matter....more

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