Business & Corporate Our Mini-Theme: Recent Topics from the 2013 LLC Institute Thomas E. Rutledge This article provides an introduction to the mini-theme in this issue of Business Law Today as well as an invitation the join the committee.
Taxation Avoiding Adverse Tax Consequences in Partnership and LLC Reorganizations Mergers and divisions of tax partnerships raise many issues, which may provide a planning opportunity for the careful, or a pitfall for the unwary.
Taxation Selling LLC Interests: The Tax Consequences May Not Be What You Expected LLCs tend to be vastly superior to corporations from a tax point of view, but business lawyers who are unversed in the intricacies of partnership tax may find that the sale of LLC interests has unexpected tax consequences.
Business & Corporate Rationalizing Entity Law: Corporate Law and Alternative Entities (Part I) Mark J. Loewenstein This article discusses the appropriateness of harmonizing various areas of business entity law and concludes that harmonization is occurring in some instances, should in others, and is sometimes inappropriate.
Business & Corporate Rationalizing Entity Law: Corporate Law and Alternative Entities (Part II) Joan MacLeod Heminway This article provides a preliminary analysis of the basic rules regarding freedom of contract and fiduciary duties under corporate law and limited liability company law in the context of entity rationalization.
Business & Corporate KEEPING CURRENT: SEC Announces First Deferred Prosecution Agreement with an Individual Mary P. Hansen On November 12, the SEC announced it had entered into a deferred prosecution agreement (DPA) with Scott Herckis, a former hedge fund administrator. This is the first time since introducing a formal Cooperation Initiative in 2010 that the SEC has entered into a DPA with an individual.
Business & Corporate DELAWARE INSIDER: Forum Selection Provisions in Corporate Charters and Bylaws: Validity vs. Enforceability The law in Delaware on forum selection clauses is relatively clear. But what if the forum selection clause is found in a corporate charter or bylaws?
Business & Corporate Inside Business Law The Business Law Section held its 2013 Fall Meeting on November 22 and 23 in Washington, D.C. The meeting featured outstanding CLE programs, seven of which we highlight in this issue. In addition, the meeting featured the always standing room only “Dialogue with the Director of the Division of Corporate Finance,” which we also highlight.
