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Articles 1 - 29 of 29
Full-Text Articles in Law
The Limited Effect Of “Maximum Effect”, Daniel S. Kleinberger, Douglas K. Moll
The Limited Effect Of “Maximum Effect”, Daniel S. Kleinberger, Douglas K. Moll
Faculty Scholarship
No abstract provided.
We Interrupt This Program...To Talk Of Transfer Restrictions, Daniel S. Kleinberger
We Interrupt This Program...To Talk Of Transfer Restrictions, Daniel S. Kleinberger
Faculty Scholarship
A recent Iowa decision, REG Washington, LLC v. Iowa Renewable Energy LLC, is a useful first word on transfer restrictions applicable to ownership interests in a limited liability company, and more particularly transfer restrictions applicable to so-called transferable interests, i.e., economic rights. The decision’s analysis centers around the “pick your partner” principle and expressly rejects any analogy to corporate law cases addressing stock transfer restrictions. The decision raises certain issues and is hardly the last word on this topic.
Purchase And Sale Ofllc And S Corp Targets (Powerpoint), Robert G. Mcelroy, William M. Richardson
Purchase And Sale Ofllc And S Corp Targets (Powerpoint), Robert G. Mcelroy, William M. Richardson
William & Mary Annual Tax Conference
No abstract provided.
Fiduciary Duties Of Llc Managers: Are They Subject To Prospective Waiver Under The New York Llc Statute?, Jack Graves, Yelena Davydan
Fiduciary Duties Of Llc Managers: Are They Subject To Prospective Waiver Under The New York Llc Statute?, Jack Graves, Yelena Davydan
Touro Law Review
No abstract provided.
Compensating Owners And Key Employees Of Partnerships And Llc's, Elizabeth E. Drigotas, Steven R. Schneider
Compensating Owners And Key Employees Of Partnerships And Llc's, Elizabeth E. Drigotas, Steven R. Schneider
William & Mary Annual Tax Conference
No abstract provided.
The Naked Fiduciary, Michelle M. Harner, Jamie Marincic
The Naked Fiduciary, Michelle M. Harner, Jamie Marincic
Michelle M. Harner
Business law is grounded in the common law of fiduciary duty. Courts and policymakers have been loath to abandon that principle. Yet, particularly in the contractual context of limited liability companies (LLCs), the fiduciary label is illusory and may undercut sound governance practices for those entities. This Article presents an in-depth empirical study about governance provisions included in LLC operating agreements and examines the implications of the data in the context of various types of businesses that might choose to organize as LLCs. The Article uses the data and related case studies to offer a new approach to LLC governance …
The Naked Fiduciary, Michelle M. Harner, Jamie Marincic
The Naked Fiduciary, Michelle M. Harner, Jamie Marincic
Faculty Scholarship
Business law is grounded in the common law of fiduciary duty. Courts and policymakers have been loath to abandon that principle. Yet, particularly in the contractual context of limited liability companies (LLCs), the fiduciary label is illusory and may undercut sound governance practices for those entities. This Article presents an in-depth empirical study about governance provisions included in LLC operating agreements and examines the implications of the data in the context of various types of businesses that might choose to organize as LLCs. The Article uses the data and related case studies to offer a new approach to LLC governance …
Choice Of Form And Network Externalities, Larry E. Ribstein, Bruce H. Kobayashi
Choice Of Form And Network Externalities, Larry E. Ribstein, Bruce H. Kobayashi
William & Mary Law Review
This Article provides the first detailed empirical analysis of firms' choice of organizational form. It provides important evidence on whether there is an efficient market in organizational forms or firms' choice of form is impeded by network externalities. We focus on formations of limited liability partnerships (LLPs) and limited liability companies (LLCs) in examiningthe effect of various factors on firms' choice of business form. Our data provides important evidence against the network externalities hypothesis. Because the LLP and LLC forms are similar except for the LLPs link to the existing "network" of partnership law, firms would prefer the LLP to …
The Silent Llc Revolution-- The Social Cost Of Academic Neglect, Howard M. Friedman
The Silent Llc Revolution-- The Social Cost Of Academic Neglect, Howard M. Friedman
ExpressO
The law of Business Associations usually develops slowly. The business forms that were dominant until the end of the 20th century have been in existence for centuries. However, as the new data set examined in detail in this article demonstrates, in the last decade a revolution has taken place. Contrary to conclusions reached in leading articles published as recently as 2000, limited liability companies have now become the business form of choice for small firms in a majority of the states. This article details the ways in which teaching materials and legal scholarship have largely neglected the recent sea change …
Use Of Limited Liability Entities In Tax Strategies And Techniques For Business Acquisitions And Dispositions, Thomas P. Rohman
Use Of Limited Liability Entities In Tax Strategies And Techniques For Business Acquisitions And Dispositions, Thomas P. Rohman
William & Mary Annual Tax Conference
No abstract provided.
A Jurisdictional Approach To Collapsing Corporate Distinctions, Peter B. Oh
A Jurisdictional Approach To Collapsing Corporate Distinctions, Peter B. Oh
Articles
This article challenges our persistent path dependence on defunct distinctions between corporations and certain limited unincorporated associations. Recent federal tax regulations have inspired proposals for consolidated treatment of all limited business organizations through uniformly based or universally applicable statutes. I contend these proposals are preoccupied with how hybrid organizations such as the limited liability company and the limited liability partnership amalgamate, and thus implicitly preserve, traditional dichotomies between corporations and partnership categorizations as well as entities and aggregate theories. The continued use of these schemes compromises the legal basis for such proposals.
By critically examining certain jurisdictional principles, this article …
Citizenship Of Limited Liability Companies For Diversity Jurisdiction, Debra R, Cohen
Citizenship Of Limited Liability Companies For Diversity Jurisdiction, Debra R, Cohen
Journal Articles
The limited liability company is an increasingly popular form of business organization. Due to its hybrid nature, however, the citizenship of a LLC for purposes of diversity jurisdiction is difficult to determine. Should the citizenship of a LLC be determined as if it were a corporation, in which case it has "entity" citizenship, or as if it were a partnership, in which case its citizenship is determined by the citizenship of "persons composing" the LLC?
This Article examines the history of the evolution of hybrid organizations like the LLC, and the rules for determining the citizenship of business organizations in …
Taxation Of Distributions: Distributions From Partnerships And Limited Liability Companies, David W. Larue
Taxation Of Distributions: Distributions From Partnerships And Limited Liability Companies, David W. Larue
William & Mary Annual Tax Conference
No abstract provided.
A Populist Political Perspective Of The Business Tax Entities Universe: Hey The Stars Might Lie, But The Numbers Never Do, John W. Lee
Faculty Publications
No abstract provided.
Use Of Limited Liability Companies In Corporate Transactions, Mark J. Silverman, Lisa M. Zarlenga
Use Of Limited Liability Companies In Corporate Transactions, Mark J. Silverman, Lisa M. Zarlenga
William & Mary Annual Tax Conference
No abstract provided.
State Comparative Chart Llc And Llp Statutes, James J. Wheaton
State Comparative Chart Llc And Llp Statutes, James J. Wheaton
William & Mary Annual Tax Conference
No abstract provided.
Square Pegs In Round Holes: Llcs Under Other Statutes, James J. Wheaton
Square Pegs In Round Holes: Llcs Under Other Statutes, James J. Wheaton
William & Mary Annual Tax Conference
No abstract provided.
Planning For The Operation Of Pass Through Entities, Allan G. Donn
Planning For The Operation Of Pass Through Entities, Allan G. Donn
William & Mary Annual Tax Conference
No abstract provided.
Llcs And Llps, Allan G. Donn
Llcs And Llps, Allan G. Donn
William & Mary Annual Tax Conference
No abstract provided.
Dealing With The Differences In Compensating Corporate Executives And Llc Members, Samuel P. Starr, Joseph Walshe, Jay M. Lyman Payne
Dealing With The Differences In Compensating Corporate Executives And Llc Members, Samuel P. Starr, Joseph Walshe, Jay M. Lyman Payne
William & Mary Annual Tax Conference
No abstract provided.
"Magnificent Circularity" And The Churkendoose: Llc Members And Federal Employment Law, Daniel S. Kleinberger
"Magnificent Circularity" And The Churkendoose: Llc Members And Federal Employment Law, Daniel S. Kleinberger
Faculty Scholarship
This article seeks to explain under what circumstances federal employment statutes should apply to LLC members. Part I recounts the advent of LLCs and describes the essential characteristics of LLCs and their members. Part II explores how federal employment case law handles the employee vel non question and explains the problems in using that case law to determine whether LLC members are "employees" for federal employment law purposes. Part Ill attempts to make sense of that case law and proposes a rule for determining when a business owner can provide services to the business without becoming an "employee." Part IV …
A Practical Guide To The Tax Consequences Of Disposing Of A Partnership (Or Llc) Business, Richard M. Lipton, John T. Thomas
A Practical Guide To The Tax Consequences Of Disposing Of A Partnership (Or Llc) Business, Richard M. Lipton, John T. Thomas
William & Mary Annual Tax Conference
No abstract provided.
Choice Of Entity - Tax Issues, Lisa M. Landry
Choice Of Entity - Tax Issues, Lisa M. Landry
William & Mary Annual Tax Conference
No abstract provided.
Tax Considerations In The Formation And Operation Of Limited Liability Companies, Blake D. Rubin, Howard T. Widra
Tax Considerations In The Formation And Operation Of Limited Liability Companies, Blake D. Rubin, Howard T. Widra
William & Mary Annual Tax Conference
No abstract provided.
Principal Differences In Application Of Classification Rules To Limited Liability Companies Compared To Limited Partnerships, Blake D. Rubin
Principal Differences In Application Of Classification Rules To Limited Liability Companies Compared To Limited Partnerships, Blake D. Rubin
William & Mary Annual Tax Conference
No abstract provided.
Tax Considerations In The Formation And Operation Of Limited Liability Companies, Blake D. Rubin, Howard T. Widra
Tax Considerations In The Formation And Operation Of Limited Liability Companies, Blake D. Rubin, Howard T. Widra
William & Mary Annual Tax Conference
No abstract provided.
Limited Liability Partnerships, James J. Wheaton
Limited Liability Partnerships, James J. Wheaton
William & Mary Annual Tax Conference
No abstract provided.
Purchase And Sale Of Interests; Asset And Stock Acquisitions; Redemptions; And Terminations In Pass-Through Entities, Richard A. Shaw, Michael G. Frankel, Mary L. Harmon
Purchase And Sale Of Interests; Asset And Stock Acquisitions; Redemptions; And Terminations In Pass-Through Entities, Richard A. Shaw, Michael G. Frankel, Mary L. Harmon
William & Mary Annual Tax Conference
No abstract provided.
Formation And Operation Of The Limited Liability Company: Substantive Tax Issues, Allan G. Donn
Formation And Operation Of The Limited Liability Company: Substantive Tax Issues, Allan G. Donn
William & Mary Annual Tax Conference
No abstract provided.