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Capital Contributions

Mayer Brown

Understanding LPA Default Remedies

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A subscription credit facility is secured in part by the fund’s and its general partner’s (“GP”) right to call unfunded capital commitments from the fund’s investors, to receive capital contributions once funded and to...more

Farrell Fritz, P.C.

Bookkeeper Liability? It’s a Real Thing

Farrell Fritz, P.C. on

Accountants are professionals. They carry malpractice insurance. They are potential deep pockets. For these reasons, accountants sometimes find themselves defending against liability claims in business divorce lawsuits. The...more

Farrell Fritz, P.C.

Commercial Division Reiterates That It’s Not a Rubber Stamp for CPLR 3215 Default Motions: Movant Must Set Forth Prima Facie...

Farrell Fritz, P.C. on

Commercial Division litigators are keenly aware of CPLR 3215’s proof requirements. We can recite in our sleep the need to submit (1) proof of service, (2) proof of default, (3) the amount due, and (4) facts constituting the...more

Seyfarth Shaw LLP

2024 Company Law Changes in China: What Foreign Investors Need to Know Before July 1

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Amendments to the Company Law of the People's Republic of China (the “New Company Law”) were passed on December 29, 2023, and will come into effect on July 1, 2024....more

Proskauer Rose LLP

UK Tax Round Up - February 2024

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Settlement payment subject to tax as employment income - In Mathur v HMRC, the Upper Tribunal (UT) has upheld the FTT’s decision that a £6 million settlement payment to a former employee following an employment tribunal...more

Mayer Brown

A New Chapter: Next Evolutionary Phase of the New PRC Company Law – Part II: Corporate Governance

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The long-awaited amended Company Law (New Company Law) was enacted on 29 December 2023, effective from 1 July 2024. The new amendments are arguably the most significant since China established its company law regime back in...more

Mayer Brown

New PRC Company Law – Consultation Draft Clarifies Capital Contribution Requirements

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Following the introduction of amendments to the PRC Company Law (New Company Law), there were a number of uncertainties surrounding various issues including contribution of the Registered Capital. As discussed in our earlier...more

Pillsbury Winthrop Shaw Pittman LLP

China Passes Significant Amendments to Company Law

On December 29, 2023, the Standing Committee of the National People’s Congress of the People’s Republic of China (PRC) passed the final version of the long-awaited new Company Law (2024 Company Law) after deliberating on four...more

Farrell Fritz, P.C.

The Perils of Indeterminate LLC Membership Interests, Redux

Farrell Fritz, P.C. on

Capital contributions by business owners are the lifeblood of any newly formed business entity. Typically the lifeblood consists of cash, but not always. In many instances the contribution may consist of tangible (e.g., real...more

Rivkin Radler LLP

Intercompany Loan Treated As Constructive Distribution and Contribution

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Heads I Win, . . . - When closely held corporations that are under common control engage in any intercompany transaction, it is prudent for the corporations and their shareholders to ensure that the transaction is being...more

Mayer Brown

A New Chapter: Next Evolutionary Phase of the New PRC Company Law – Part I: Commitments on Capital Contribution

Mayer Brown on

The long-awaited amended Company Law (New Company Law) was enacted on 29 December 2023, effective from 1 July 2024. The new amendments are arguably the most significant since China established its company law regime back in...more

Mayer Brown

Subscription Finance: Commingling Collateral Accounts

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For loans primarily secured by a cash flow stream, subscription facility lenders heavily depend on collateral accounts as a key element of the security package. In this Legal Update, we delve into why subscription facilities...more

International Lawyers Network

Establishing a Business Entity in China (Updated)

In general, foreign funds are not freely movable into China. There is a long history of exercising comprehensive control over foreign investment since China opened its door in the early 1980s. As the economy continues to...more

International Lawyers Network

Establishing a Business Entity in Colombia (Updated)

DOING BUSINESS IN COLOMBIA - 1. Preliminary Considerations: In Colombia, a foreign company is able to act and do business by itself, for example, by contracting with local entities or investing foreign currencies....more

International Lawyers Network

Establishing a Business Entity in Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they ...more

Conyers

Capital Contributions - Banana Peel, Beware!

Conyers on

Insurers rarely consider that funds injected into them by a shareholder could potentially be clawed back in certain scenarios, but in circumstances where capital contributions are made to a company without receiving a formal...more

Rivkin Radler LLP

Partnership Losses But No Outside Basis? Too Bad

Rivkin Radler LLP on

Losses Weren’t Always Bad- Most tax advisers are aware that, prior to the Tax Reform Act of 1986 (the “TRA”),[i] the Code placed few limitations on the ability of an individual taxpayer to use deductions from a particular...more

Rivkin Radler LLP

Debt or Equity? The Never-Ending Question For Closely Held Businesses

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What Was Intended? Transactions between commonly controlled, closely held businesses are often conducted in an informal manner. This is unfortunate because, in the absence of documentation, it is sometimes difficult to...more

Rivkin Radler LLP

Indirectly Held Profits Interests and Rev. Proc. 93-27

Rivkin Radler LLP on

At war with Russia in eastern Europe, a nascent competing world order, mass shootings and bank failures at home, questionable audit practices by the Big 4 . . . everywhere, debt ceilings and the risk of default, inflation,...more

International Lawyers Network

Establishing A Business Entity In Costa Rica (Updated)

1. Types of Business Entities in Costa Rica - The most common types of business entities in Costa Rica are Corporations, known as Sociedades Anónimas (also referred to as “S.A.”), and Limited Liability Companies, known as...more

International Lawyers Network

Establishing A Business Entity In Colombia (Updated)

DOING BUSINESS IN COLOMBIA - 1. Preliminary Considerations: In Colombia, a foreign company is able to act and do business by itself, for example, by contracting with local entities or investing foreign currencies....more

International Lawyers Network

Establishing A Business Entity In China (Updated)

In general, foreign funds are not freely movable into China. There is a long history of exercising comprehensive control over foreign investment since China opened its door in the early 1980s. As the economy continues to...more

International Lawyers Network

Establishing A Business Entity In Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more

Patton Sullivan Brodehl LLP

LLC Operating Agreements: Indemnity, Arbitration, and Equity

LLC operating agreements frequently provide for indemnity to the LLC’s manager. This is consistent with the statutory default rule embodied by California Corporations Code section 17704.08(a), which provides for indemnity...more

Miller Nash LLP

Business Owner Exit Planning: LLC Operating Agreements

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Limited liability companies (LLC or LLCs) are an attractive choice of entity for many non-public companies. An LLC is the preferred choice of entity for many advisors, including me, unless the facts warrant something...more

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