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Partnerships Membership Interest

Rivkin Radler LLP

Partnership Transactions Lacking Economic Substance or Business Purpose: Investor Beware

Rivkin Radler LLP on

Assume that X and Y agree to the following: X will transfer ownership of Prop to Y, and Y will transfer cash to X. What just happened? Obviously, X has sold Prop to Y. If the amount of cash that X receives is greater than...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

Farrell Fritz, P.C.

Recent Decisions Enforce LLC Member’s Right of First Refusal, Restrict Partnership Accounting, and Allow Damages Claim for Breach...

Farrell Fritz, P.C. on

Someday, perhaps, I’ll find the comedic inspiration to come up with a joke that begins, “An LLC, a partnership, and a close corporation walk into a bar . . ..” Until then, I’ll have to satisfy myself with writing about an...more

Farrell Fritz, P.C.

Two Entities, Two Outcomes: Withdrawal and the Right to an Accounting

Farrell Fritz, P.C. on

In Jacobs v Cartalemi, now the leading case on the subject of LLC member withdrawal (which our firm had the pleasure of litigating), the Appellate Division – Second Department repeated a well-established principle of law:...more

Farrell Fritz, P.C.

Episode 021: Member Liquidity, Default Rules, and the Corporate-ization of LLCs: A Conversation with Dean Donald J. Weidner

Farrell Fritz, P.C. on

This episode features a lively interview with Donald J. Weidner, Dean Emeritus of the Florida State University College of Law and one of the leading authorities in the country on partnerships and LLCs. Don’s latest article,...more

Morgan Lewis

FTC Raises Hart-­Scott-­Rodino Thresholds 2020

Morgan Lewis on

Transactions closing on February 27 or later will be subject to increased HSR Act jurisdictional and filing fee thresholds. ...more

Hutchison PLLC

What is a Profits Interest?

Hutchison PLLC on

Equity compensation can be different in LLCs and corporations. LLCs have the benefit of using a special equity compensation tool called a “profits interest.” Unlike a traditional stock option, which represents a right to...more

Farrell Fritz, P.C.

Court Looks to Partnership Law in Ruling Against Petitioner’s Status as LLC Member

Farrell Fritz, P.C. on

What makes someone a member of an LLC? It’s a question that frequently arises in business divorce cases involving LLCs that have no written operating agreement much less certificated membership interests. ...more

Mitchell, Williams, Selig, Gates & Woodyard,...

S Election Terminated as a Result of Form Operating Agreement Language

A limited liability company (an “LLC”) is a business structure created by state statute, but it is not a distinct business entity for tax purposes (like a partnership or a corporation). Instead, businesses structured as LLCs...more

Farrell Fritz, P.C.

Half-Baked LLC Agreement Yields Improvised Valuation Decision

Farrell Fritz, P.C. on

Tax issues always have been an integral factor in valuing closely held business entities, whether for purposes of a court-supervised buyout or otherwise. The Tax Reform Act of 2018 added an important, new deduction for...more

Farrell Fritz, P.C.

For What Does It Profit A Man To Save His Partnership Yet Forfeit His Ability To Pay His Taxes?

Farrell Fritz, P.C. on

According to statistical data released by the IRS earlier this year, the examination rate for partnership tax returns has been increasing significantly over the last couple of years; of course, this includes returns filed by...more

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