Nonprofit Basics: How To Wind up a California Charity
Episode 013: Interview with Justice Carolyn E. Demarest (Ret.) on Business Divorce Litigation
What is a petition for dissolution of marriage and what does it mean to serve the petition?
A recent case, Flohr v Frontiers Capital, has provided additional guidance on limited partnership dissolution. In this case, the Court of Appeal considered the scope of the statutory power of a partnership to do what is...more
When a California corporation has been completely wound up without court proceedings, a majority of the directors then in office must sign and verify a Certificate of Dissolution which must be filed with the California...more
November was a whirlwind month for New York LLC litigation. It featured disputes over how to wind up a judicially dissolved LLC, a bitter intra-family emergency indemnification/advancement injunction, and the finale of a...more
This article, the first in a multi-part series on M&A in insurance, considers the change of control regime under the Bermuda Insurance Act 1978 (the “Insurance Act”) as it applies to shareholder controllers of Bermuda...more
In line with the recommendations arising from the BVI Mutual Evaluation Report and FATF (2024) Recommendation 24, the BVI Financial Services Commission has published a draft of the BVI Business Companies (Amendment) Act, 2024...more
The shareholder oppression claim under BCL 1104-a has a unique relationship with claims for money damages. A minority shareholder petitioning for dissolution under BCL 1104-a must establish that the majority shareholders...more
Introduction of separate limited partnerships. Introduction of incorporated limited partnerships....more
In yesterday's post, I discussed the Court of Appeal's unpublished opinion in Milks v. Affirmed Techs., LLC, 2024 WL 1502944 (Cal. Ct. App. Apr. 5, 2024), reh'g denied (Apr. 30, 2024). That case involved claims against a...more
The era of the old-fashioned general partnership long ago petered out, largely displaced by subchapter S corporations and, in the last few decades, limited liability companies, both of which allow pass-through taxation...more
Reporting companies should take note of a recent clarification by the Financial Crimes Enforcement Network ("FinCEN") that the Beneficial Ownership Information ("BOI") Rule requires reporting companies that exist on or after...more
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
In 2022, The LLC Jungle covered the opinion Friend of Camden, Inc. v. Brandt in a post titled LLC Dissolution Vote Defeats Statutory Buyout. In the Friend of Camden case, the Court of Appeal held that an LLC membership vote...more
On Monday, July 8, 2024, the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) released additional FAQs specifying that a reporting company (i.e., a company to which no exemption applies) created or...more
Delaware Chancery Court’s contractarian approach to all things LLC, embedded statutorily in Section 18-1101(b) of the Delaware LLC Act (“It is the policy of this chapter to give the maximum effect to the principle of freedom...more
Entities terminated in 2024 are required to file Corporate Transparency Act beneficial ownership information reports, as are administratively dissolved entities. The Financial Crimes Enforcement Network (“FinCEN”)...more
On July 8, 2024, FinCEN published additional FAQs regarding entities that have ceased to exist. Unsurprisingly, entities that formally and irrevocably dissolved prior to the Corporate Transparency Act's effective date of...more
On July 8, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued interpretive guidance explaining that the beneficial ownership information (“BOI”) reporting requirement applies to certain legal entities that have...more
On July 8, 2024, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) released additional FAQs with respect to the beneficial ownership reporting requirements of dissolved entities. The Corporate...more
Just a few weeks ago, I commented on a recent uptick in disputes centered on the breakup of professional services firms. In those disputes, we expect that the demands of the legal, accounting, and medical professions draw...more
Business divorce and non-judicial (a/k/a voluntary) dissolution of a business entity rarely intersect. But when they do, or even in a non-business divorce setting, if a business owner needs to rescind a certificate of...more
A member seeking to dissolve an LLC which owns a mothballed amusement park in Maggie Valley, North Carolina, didn’t have a “ghost of a chance” to close out a struggling, yet functional, company. In McClure v. Ghost Town in...more
When the Federal Trade Commission (FTC) issued its long-awaited final rule banning virtually all noncompete clauses between workers and employers, it also published 500-plus pages of commentary....more
A recent New Jersey appellate decision underscores the need for the leaders of limited liability companies (LLCs) to consider how to eliminate the risk of fraudulent, inaccurate or mistaken filings by former members and...more
After a transaction closes, sellers often wonder: when can all proceeds be distributed and the selling entity be dissolved? This question can be complicated, particularly where there are surviving representations, warranties,...more
There are plenty of advantages to practicing business divorce litigation in New York. The diversity of businesses and clients, complexity of agreements and transactions, and excellence of judges and attorneys make New York,...more