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Good Faith Limited Liability Company (LLC)

Holland & Hart LLP

The Appeal of Nevada: Why Corporations are Heading West

Holland & Hart LLP on

More and more corporations are moving to Nevada. Is this because of the lack of corporate or franchise taxes associated with incorporating in the state or the lack of state income tax? Likely not (Nevada does not collect...more

Patton Sullivan Brodehl LLP

Another Case Addressing Managerial Discretion and the Implied Covenant of Good Faith and Fair Dealing

LLC managers often enjoy wide latitude and unrestricted “discretion” under the LLC’s operating agreement. At the same time, all contracts — including LLC operating agreements — are subject to the implied covenant of good...more

Rivkin Radler LLP

The Rental of Art Between Related Parties: Applying the Resale Exclusion to the N.Y. Sales Tax

Rivkin Radler LLP on

“Yes” to Art, “No” to Tax- Private patronage of the arts. For centuries, artists, museums, and galleries have depended, in no small part, upon the largesse of wealthy families. Today, as in the past, many of these...more

Patton Sullivan Brodehl LLP

LLC Managers or Members With “Sole Discretion” Must Still Act in Good Faith

LLC managers (or members vested with decision-making authority) are sometimes lulled into a false sense of security by “sole discretion” provisions in their LLC’s operating agreement.  That can be a costly mistake....more

Polsinelli

Member of an Arizona LLC? You May Have a Fiduciary Duty to the LLC

Polsinelli on

Arizona has finally resolved the issue of whether managers and members of an Arizona Limited Liability Company (LLC) owe a common law fiduciary duty to the LLC and whether an operating agreement can lawfully limit those...more

Winstead PC

When Temptation Trumps Restraint: Limits of the Protection of LLC Managers

Winstead PC on

...Temptation is powerful. We all know this well, which is why these quotes by author and bon vivant Oscar Wilde, and actress and legendary sex symbol Mae West evoke nods of agreement. But giving into temptation can result...more

Manatt, Phelps & Phillips, LLP

Can You Keep a Secret?

Most real estate deals begin with a letter of intent defining the principal terms of the deal, the only enforceable paragraph of which is an agreement to keep the transaction strictly confidential. Prior to the start of due...more

Latham & Watkins LLP

10 MLP Governance Facts

Latham & Watkins LLP on

MLPs possess unique governance characteristics as compared to corporations.The number of master limited partnerships (MLPs) has grown significantly over the past five years, increasing from 59 in 2009 to over 100 in 2013. An...more

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