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Articles 1 - 2 of 2
Full-Text Articles in Securities Law
The New York Llc Act At Twenty: Is Piercing Still 'Enveloped In The Midst Of Metaphor'?, Miriam R. Albert
The New York Llc Act At Twenty: Is Piercing Still 'Enveloped In The Midst Of Metaphor'?, Miriam R. Albert
Hofstra Law Faculty Scholarship
Twenty years ago, the New York Limited Liability Company Law was enacted, including § 609(a), which explicitly disclaims liability of members, managers, and agents for the debts and obligations of the LLC. However, New York courts have held that this limitation on liability is not absolute, and certain conduct on the part of the owners can erode the liability shield. The statute provides that the members will not have personal liability for LLC debts solely because of their role as owners in the LLC. The statute does not say that members will never have liability, just that any liability will …
Keep Securities Reform Moving: Eliminate The Sec's Integration Doctrine, Stuart R. Cohn
Keep Securities Reform Moving: Eliminate The Sec's Integration Doctrine, Stuart R. Cohn
Hofstra Law Review
Small and developing companies raising capital under the federal securities laws often face the considerable barrier imposed by the SEC's integration doctrine. Despite recent reforms in registration exemptions the integration doctrine has remained untouched and continues to be a significant problem for many companies needing multiple infusions of capital. This article examines and recommends that the integration doctrine be eliminated nearly in its entirety.