Below is a link to the latest post by Peter Mahler in his marvelous New York Business Divorce blawg. It’s about a defective operating agreement between two equal members of a realty holding company. It contains lessons for all of us.
Useful information for start-ups: https://www.smartbiggar.ca/insights/publication/preparing-a-trademark-strategy-5-considerations-for-start-ups.
The above question is important in most LLC internal disputes. The latest post in Peter Mahler’s “business divorce” blog addresses it. The link is:
The attached excellent new post by Peter Mahler, based on a very recent New York case, describes the very scary legal and persons consequences that can arise when members of a multi-member LLC fail to define adequately in their operating agreement the circumstances in which the members’ rights to share in LLC profits will change because of changing circumstances.
The excellent post under the link below addresses an issue that can be important for many start-up LLCs—namely, the issue of when a business ceases to be a business in formation and becomes an active trade or business for start-up deduction purposes. The issue was addressed and resolved in a recent Tax Court decision discussed in the post.
Here’s the link:
If you want to make sure the choice-of-law provisions in LLC operating agreements you draft is valid, read the post under the link below:
The new post under the link below is not about LLC law or tax, but it’s the best short discussion of tax issues in selling S corporations I’ve ever seen. Few LLCs make S elections, but many should.
The link to the attached brief but excellent article in the ABA’s “Business LawToday,” entitled “The Sole Member’s Death: A Modest Proposal,” is as follows: https://businesslawtoday.org/2019/07/sole-members-death-modest-proposal/?utm_source=newsletter&utm_medium=email&utm_campaign=august19_articles
Every LLC lawyer and accountant should have a thorough knowledge of how the Check-the-Box Regulations apply to LLCs and, in particular, about what the Check-the-Box Regulations term “disregarded entity” means—and doesn’t mean. For a useful discussion about disregarded entities under current law, click on the link below:
Under the link below is an excellent post about a recent decision of the Delaware Court of Chancery employing the implied contractual covenant of good faith and fair dealing to limit the discretion of one member of a Delaware LLC in taking actions affecting a co-member.
Here’s the link: