Law Commons^™

The Changing Landscape Of Tax Administration: Hot Topics Of Irs Audits Of Partnerships And S Corporations (Slides), Robert D. Schachat, Deborah M. Nolan

William & Mary Annual Tax Conference

No abstract provided.

Debt Workouts For Partnerships And S Corporations (Slides), Peter J. Genz

William & Mary Annual Tax Conference

No abstract provided.

Agenda: Best Practices For Community And Environmental Protection, University Of Colorado Boulder. Natural Resources Law Center. Intermountain Oil And Gas Bmp Project, Colorado. Oil And Gas Conservation Commission

Best Practices for Community and Environmental Protection (October 14)

The first Intermountain BMP Project workshop, sponsored by the Natural Resources Law Center and the Colorado Oil and Gas Conservation Commission, was held in Rifle, Colorado on October 14, 2009 at the Garfield County Fairground for over 170 participants.

Speakers from Federal, state and local governments, the community, industry and environmental consultants, and conservation groups focused presentations and discussion on a greater understanding of what Best Management Practices (BMPs) are appropriate to the western slope of Colorado and how they are integrated into developments.

A Crumbling Pyramid: How The Evolving Jurisprudence Defining “Employee” Under The Adea Threatens The Basic Structure Of The Modern Large Law Firm, Jessica Fink

Jessica Fink

Under the Age Discrimination in Employment Act, as well as other federal antidiscrimination laws, only “employees” as defined by the statute are permitted to sue. In recent years, the U.S. Supreme Court and lower courts have provided guidance regarding when partners in large law firms might be deemed “employees” protected by these laws. What has emerged from the courts’ decisions in these cases is a test that places significant emphasis on the amount of power and control that a partner has within a firm: Partners deemed to lack a sufficient amount of power and control within their firms may be …

Taming The Mandibles Of Death: Secrecy, Disclosure, And Fiduciary Duties In The Revised Uniform Limited Liability Company Act, Allan Vestal, J. Callison

Allan W. Vestal

This article traces the development of limited liability company disclosure and fiduciary duty provisions from the Uniform Limited Liability Company Act to the Revised Uniform Limited Liability Company Act using the community, party autonomy, and structural models.

Integrating Subchapters K And S — Just Do It, Walter D. Schwidetzky

All Faculty Scholarship

The Code contains two “pass-through” tax regimes for business entities. One is contained in Subchapter K, which applies to partnerships, the other in Subchapter S, which, unsurprisingly, applies to S corporations. In the main, both Subchapters tax the owners of the entities rather than the entities themselves. Having two pass-through tax regimes creates obvious administrative and other inefficiencies. There was a time when S corporations served a valuable purpose, particularly when taxpayers needed a fairly simple and foolproof pass-through entity that provided a liability shield. But limited liability companies (LLCs), which are usually taxed as partnerships, 1 in most contexts …

Too Close For Comfort: Application Of Shareholder’S Derivative Actions To Disputes Involving Closely Held Corporations, Melanie S. Williams, Allan B. Cooper

Melanie S. Williams

Should traditional shareholder’s derivative rules apply to close corporation disputes? The ALI has proposed that closely-held corporations may be treated as partnerships in the context of internal disputes. The rationale for shareholder derivative suit requirements – to protect creditors, to benefit all shareholders proportionate to their ownership interests, to discourage strike suits, and to permit the corporation to manage the suit and its resolution under court supervision – are less powerful in the context of closely held corporations. In fact, adhering to the requirements of shareholder’s derivative actions can increase the cost and complexity of suit, shift the expense of …

Taxing Shared Economies Of Scale, Brad Borden

Bradley T. Borden

Economies of scale exist if long-run average costs decline as output rises. All else being equal, the decline in average costs should lead to greater profitability, making economies of scale attractive to businesses. Nobel laureate George Stigler recognized that economies of scale should help determine the optimum size of a firm. To obtain economies of scale and optimum firm size, parties may integrate resources or grant access to resources without integrating. Such arrangements create shared economies of scale. Tax law must consider the effects of shared economies of scale and address them. In particular, the varying degrees of scale-sharing raise …

Expelling Law Firm Partners, Douglas R. Richmond

Cleveland State Law Review

Law firm partners may be de-equitized or expelled by their firms in good times as well as lean. Such actions appear to be on the upswing. There are, however, relatively few cases on these subjects. The leading case, Holman v. Coie, is dated; the practice of law, at least in large law firms, has changed considerably in the thirty plus years since Holman was decided. Looking ahead, courts must carefully reanalyze the intra-firm duty of good faith and fair dealing. Rather than confining liability to cases of economic predation, courts should review partner de-equitizations and expulsions under either excluder or …

The “New” Fiduciary Standards Under The Revised Uniform Liability Company Act: More Bottom Bumping From Nccusl, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Between 1995 and 2001, the influential National Conference of Commissioners on Uniform State Laws (NCCUSL) promulgated iterations of uniform laws pertaining to partnerships, limited partnerships and limited liability companies. One or more of those acts have been widely adopted by state legislatures.

Each of the three acts—the Uniform Partnership Act (1997) (RUPA), the Uniform Limited Partnership Act (2001) (ULPA (2001)), and the Uniform Limited Liability Company Act (1996) (ULLCA)—contains identical fiduciary duty provisions. The acts all adopt the same standards for the duty of care and the duty of loyalty, and offer parties the same limited rights to opt out …