Peter Mahler’s post below deals with using arbitration to resolve deadlocks between 50-50 owners of LLCs. The link to the post is:
On June 18th, I will be presenting a live, in-person, seminar on how to take advantage of limited liability companies and staying in compliance with current legislation. This CLE course is designed for attorneys with a basic knowledge of limited liability companies. For more information and to register, please visit https://www.nbi-sems.com/ProductDetails/Limited-Liability-Companies/Seminar/82352ER_NNASRETH82200000?crdt=NH%20CLE&pt=1.
This is a reminder that I will be teaching a live webinar on June 21, 2019. To register for this webinar and receive a 50% discount, please go to http://www.lorman.com/405622?discount_code=J4228145&p=13389.
The following, in italics is a citation to a recent and significant article about LLC member self-dealing and about the non-exclusivity of the LLC statutory remedy for the self-dealing:
Volume 59, Issue 9
Nancy McKenna, Esq.
Corporation Forms Bulletin
Wisconsin Limited Liability Company Law Did Not Preempt Common Law Claims By One LLC Against Another Member Based on The Second Member’s Alleged Self-Dealing
Wisconsin Limited Liability Company (LLC) Act did not preempt common-law claims for breach of fiduciary duty, unjust enrichment, and breach of the covenant of good faith and fair dealing, brought by the LLC’s members against a manager based on the manager’s alleged self-dealing in connection with the LLC’s sale of valuable assets to a company owned by the manager; the LLC Act provided that it was supplemented by principles of law and equity, and while it provided a statutory cause of action for willful failure to deal fairly, it did not state or imply that such cause of action encompassed the entirety of a member’s or manager’s obligations to other members and to the LLC.
While practitioners have spent much time and attention on the particular elements of the Section 199A pass-through deduction, such as identifying what constitutes qualifying business income, not much attention has been given to the overall impact of Section 199A in creating a specialized practice area and to the interdependence of Section 199A practice and LLC legal and tax practice.
On June June 11th, I will presenting a 110 minute, live and interactive webinar on the intersection of Section 199A practice with LLC practice. For more information and to register for this webinar, please visit https://www.straffordpub.com/products/irc-199a-practice-opportunities-integrating-llc-expertise-and-section-199a-expertise-2019-06-11.
Under the link below, the Delaware law firm of Morris Nichols published an excellent post about the new amendments to Delaware’s alternative entity status, including the Delaware Limited Liability Company Act.
Here’s the link:
Below is a link to an excellent post from the FarrellFritz law firm about selling a business to maximize its owners’ section 199A deductions.
Since many operating agreements for multi-member LLCs contain arbitration provisions, it’s important for LLC lawyers to have at least a solid basic understanding of the arbitration process and arbitration awards. The link below contains an excellent discussion of the various kinds of arbitrations and the case law relevant in evaluating them.
Every LLC lawyer has to understand the law and tax governing LLC dissolutions and the often very messy dissolution process, since, sadly, this knowledge eventually will be all too relevant to some of his multi-member LLC clients. In his latest post, Peter Mahler discusses the lengthy and painful litigation history of a particularly hard-fought dissolution.
Here’s the link to his post: https://www.nybusinessdivorce.com/2019/04/articles/llcs/third-times-not-a-charm-in-llc-dissolution-case/
The new post by Peter Mahler under the link below is not about LLCs or their members, nor is it about section 199A; it’s about law firms and their “partners.” But I’m providing the link because Peter’s post is excellent and because I presume many readers of it will be lawyers who are (or aren’t?) partners in their firms..