BLT: February 2013

Business & Corporate

Our Mini-Theme: LLCs, Partnerships and Unincorporated Entities

Thomas E. Rutledge

An introduction and description of mini-theme articles in this issue of Business Law Today.

Business & Corporate

Series LLCs: What Happens When One Series Fails? Key Considerations and Issues

This article focuses on a few of the key issues that arise when one series of a Series LLC or the master LLC experiences financial distress and elects to file a petition for relief under the U.S. Bankruptcy Code.

Business & Corporate

Series LLCs in Interstate Commerce

Allen Sparkman

This article examines the benefits of using Series LLCs as a vehicle to organize investment companies and the procedural issues that may arise when a series LLC operates in non-series LLC state.

Taxation

Tax Aspects of Series LLCs

Allen Sparkman

This article explains how a series LLC navigates tax issues, especially in terms of proposed federal tax regulations.

Taxation

Recent Developments in Charging Orders

This article recent court decisions involving charge orders as they relate to LLCs. The main issues discussed here are taxation and choice of law.

Business & Corporate

Eliminating Fiduciary Duty Uncertainty: The Benefits of Effectively Modifying Fiduciary Duties in Delaware LLC Agreements

Members of an LLC are free to contract among themselves concerning a myriad of issues, including the management and standards governing the internal affairs of an LLC. Members of an LLC may also choose to govern their relationships exclusively by contract, without regard to corporate-style fiduciary duties of loyalty and care.

Business & Corporate

Rule 10b5-1 Trading Plans in the Current Environment: The Importance of Doing it Right

Craig M. Scheer

Although Rule 10b5-1 trading plans may be in the enforcement spotlight, when properly designed and administered, they remain a generally safe and effective way for insiders to purchase and sell securities without concern for insider trading liability. Set forth below is a brief background of Rule 10b5-1, followed by suggestions on the implementation and administration of trading plans in the current environment.

Taxation

Canadian Tax Tips and Traps for U.S. Businesses

In the current economic context, Canada has, so far, come through the recession relatively unscathed. This may tempt U.S.-based enterprises to consider future expansion in Canada. Before implementing any such expansion plans, they should consider some key Canadian tax implications, to avoid potentially costly missteps.

Business & Corporate

KEEPING CURRENT: SEC Approves NYSE and Nasdaq Independence Standards for Compensation Committees and Advisers

On January 11, 2013, the Securities and Exchange Commission (SEC) approved new listing requirements proposed by the New York Stock Exchange LLC (NYSE) and NASDAQ Stock Market LLC (Nasdaq) regarding executive compensation. This is the final step in the SEC's implementation of Section 952 of the Dodd-Frank Wall Street Reform and Protection Act of 2010.

Business & Corporate

DELAWARE INSIDER: Top Five Delaware Corporate and Commercial Decisions of 2012

During 2012, Delaware's Supreme Court and Court of Chancery issued a number of important decisions with far reaching implications. This is a short overview, in no particular order, of five key decisions during 2012 from those courts.

Business & Corporate

Inside Business Law

This month’s IBL explores the Business Bankruptcy Committee, Cyberspace Law Committee, and the Young Lawyers Committee.