SEMINAR: LIMITED LIABILITY COMPANIES

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.

LLC MEMBER SELF-DEALING

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.

WEBINAR: INTEGRATING LLC EXPERTISE WITH SECTION 199A EXPERTISE

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.

THIRD ATTEMPT TO DISSOLVE LLC FAILS

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/

WHEN IS A PARTNER A PARTNER?

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..

Here’s the link:  https://www.nybusinessdivorce.com/2019/04/articles/partnerships/the-law-firm-partner-a-rose-by-any-other-name/