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Aba Business Law Section, On Behalf Of Its Committees On Llcs And Nonprofit Organizations, Opposes Legislation For Low Profit Limited Liability Companies (L3cs), Daniel S. Kleinberger
Aba Business Law Section, On Behalf Of Its Committees On Llcs And Nonprofit Organizations, Opposes Legislation For Low Profit Limited Liability Companies (L3cs), Daniel S. Kleinberger
Faculty Scholarship
This document comprises a letter and attachment “submitted by the ABA Business Law Section on behalf of its Committee on Limited Liability Companies, Partnerships, and Unincorporated Entities and its Committee on Nonprofit Organizations … and states our views on … a bill ‘relating to limited liability companies [and] providing for the creation and operation of low-profit limited liability companies.’” The letter and attachment “have not been approved by the House of Delegates or the Board of Governors of the American Bar Association and should not be construed as representing the policy of the ABA.”
Supported by detailed analysis of both …
Is The Delaware Court Of Chancery Going “Objective” On Us? Or Policemen’S Annuity And Benefit Fund Of Chicago V. Dv Realty Advisors Llc: More Delaware Permutations On Good Faith, Daniel S. Kleinberger
Is The Delaware Court Of Chancery Going “Objective” On Us? Or Policemen’S Annuity And Benefit Fund Of Chicago V. Dv Realty Advisors Llc: More Delaware Permutations On Good Faith, Daniel S. Kleinberger
Faculty Scholarship
The Chancery Court’s opinion in Policemen’s Annuity and Benefit Fund of Chicago v. DV Realty Advisors LLC, C.A. No. 7204-VCN, 2012 WL 3548206 (Del. Ch. Aug. 16, 2012) is thought provoking for at least two reasons. The first is somewhat technical and concerns the relationship between a partnership agreement’s reference to “good faith” and the implied covenant of good faith. The second concerns what appears to be yet another Delaware permutation on the meaning of “good faith.”
Due to the opinion’s treatment of the covenant, it seems possible (though hardly desirable) for two different standards of good faith to apply …
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.
UF Law Faculty Publications
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 …