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Full-Text Articles in Law
The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller
The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller
Meredith R. Miller
The New York Limited Liability Company Law (“LLC Law”) has turned 20. This occasion presents an opportunity to reflect on its past, present and future.
Now You See It, Now You Don’T: The Comings And Goings Of Disregarded Entities, Martin J. Mcmahon Jr.
Now You See It, Now You Don’T: The Comings And Goings Of Disregarded Entities, Martin J. Mcmahon Jr.
Martin J. McMahon
While state law recognizes an LLC as a distinct type of entity, an LLC is not a distinct entity for federal tax purposes. An LLC that has two or more owners is treated as either a corporation or a partnership, while an LLC with a single owner will be disregarded for federal income tax purposes unless it elects to be treated as a corporation. In addition to single-member LLCs, the Code and Regulations recognize a second type of disregarded entity – the qualified subchapter S subsidiary (commonly called a QSub). The first part of this Article examines the tax consequences …
Achieving The Purpose Of Federal Diversity Jurisdiction: Why Courts Should Abandon The Current Treatment Of Llcs Under Section 1332, Kristen Curley
Achieving The Purpose Of Federal Diversity Jurisdiction: Why Courts Should Abandon The Current Treatment Of Llcs Under Section 1332, Kristen Curley
Touro Law Review
No abstract provided.
A Look At The Publication Requirement In New York Limited Liability Company Law, Matthew J. Moisan
A Look At The Publication Requirement In New York Limited Liability Company Law, Matthew J. Moisan
Touro Law Review
No abstract provided.
Oppress Me No More: Amending The Illinois Llc Act To Provide Additional Remedies For Oppressed Minority Members, Paul T. Geske
Oppress Me No More: Amending The Illinois Llc Act To Provide Additional Remedies For Oppressed Minority Members, Paul T. Geske
Chicago-Kent Law Review
The limited liability company (LLC) has become the preeminent choice of entity for small and midsize businesses, but it suffers from some of the same problems as its older cousins, the close corporation and the partnership. One such problem is oppressive conduct directed at the minority in interest. This article examines claims of oppression brought by members of limited liability companies, with a special focus on the Illinois Limited Liability Company Act (ILLCA). The ILLCA only provides one remedy for oppression—dissolution and wind-up of the LLC. This sole remedy may be inadequate, given that courts have historically been reluctant to …
Series Of Unincorporated Business Entities: The Mobius Strip And Klein Bottle Of Business Entity Law, Daniel S. Kleinberger
Series Of Unincorporated Business Entities: The Mobius Strip And Klein Bottle Of Business Entity Law, Daniel S. Kleinberger
Faculty Scholarship
Back in the day – say, 1990 – limited liability companies (LLCs) were the cutting edge of business entity law. Today, LLCs dominate entity formation, and the cutting edge has moved further out – to the notion of a “series,” a quasi-separate, quasi-person existing within an LLC.
Business lawyers are generally familiar with series of stocks and bonds, but those series have nothing to do with the LLC series discussed in this article. To avoid confusion, this article refers to protected series, which, as we will see, are the Mobius strips or Klein bottles of entity law.
The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller
The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller
Touro Law Review
The New York Limited Liability Company Law (“LLC Law”) has turned 20. This occasion presents an opportunity to reflect on its past, present and future.
Reflections On Teaching Business Associations: The Case For Teaching More Agency And Unincorporated Business Entity Law, Mark J. Loewenstein
Reflections On Teaching Business Associations: The Case For Teaching More Agency And Unincorporated Business Entity Law, Mark J. Loewenstein
Publications
This paper argues for increased coverage of the law of agency and alternative entities in business associations courses.