Business Organizations Law Commons^™

Strengthening Investment In Public Corporations Through The Uncorporation, Kelli A. Alces

Scholarly Publications

No abstract provided.

The Delaware Series Llc: Sophisticated And Flexible Business Planning, Ann E. Conaway, Peter I. Tsoflias

Michigan Business & Entrepreneurial Law Review

The authors conclude that the Delaware series supplies a beneficial, efficient use of a combined contractual Delaware entity form when pooled with sensible, informed planning by sophisticated business attorneys. Such benefits are particularly noticeable in investment vehicles where managers embark to minimize risk by diversifying the fund’s assets or receive funding with specific covenants attached that limit the acceptable uses of the funds. The series is not, however, for general practitioners who have the occasional client wishing for the latest benefit Delaware has to offer its investors. To provide context, Parts II-IV of this article provide a brief overview of …

Partners Without Partners: The Legal Status Of Single Person Partnerships, Robert W. Hillman, Donald J. Weidner

Fordham Journal of Corporate & Financial Law

Is it possible to have a partnership consisting of one person, a partner without a partner? The question will arise when all but one of the members leaves a partnership. The Revised Uniform Partnership Act attempts to give greater stability to partnerships by narrowing the circumstances under which dissolutions occur, but it also fails to address the fundamental and important question of whether a partnership may be continued by a sole surviving partner. In this Article, we explore the issues raised by a single person partnership. In particular, we address the central issue of whether the departure of the penultimate …

Real Estate Partnership And Llc Divorces, Cameron N. Cosby, Brian J. O'Connor

William & Mary Annual Tax Conference

No abstract provided.

Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships (Slides), Michael G. Frankel, David A. Miller

William & Mary Annual Tax Conference

No abstract provided.

Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships, Michael G. Frankel, David A. Miller

William & Mary Annual Tax Conference

No abstract provided.

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.

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 …

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 …

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 …

Partnership Allocations: What You Don't Know Can Hurt You, Steven M. Friedman

William & Mary Annual Tax Conference

No abstract provided.

Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth

Working Paper Series

This brief essay recounts developments in corporation law over the last fifty years. It begins with the rise of finance capitalism and the conglomerate corporation which was followed by the emergence of hostile takeovers in the late 1970s and 1980s. One of the key events in this saga was the February 1, 1983 decision by the Delaware Supreme Court in Weinberger v. UOP, Inc. that effectively permitted the at-will elimination of minority stockholders through cashout mergers. Takeovers were also facilitated by two major financial developments: (1) the growth of institutional investors coupled with the growing taste of diversified investors for …

Client Alert- Irs Issues Safe Harbor Guidance For Partnership Flip Structures In Wind Deals

William & Mary Annual Tax Conference

No abstract provided.

Opportunities And Pitfalls Under Sections 351 And 721, Craig L. Rascoe, William M. Richardson

William & Mary Annual Tax Conference

No abstract provided.

Opportunities And Pitfalls Under Sections 351 And 721 (Slides), Craig L. Rascoe, William M. Richardson

William & Mary Annual Tax Conference

No abstract provided.

Tax Considerations Of Transfers To And Distributions From The C Or S Corporation, C. Wells Hall Iii

William & Mary Annual Tax Conference

No abstract provided.

Partnership Tax Allocation Provisions, Brian J. O'Connor

William & Mary Annual Tax Conference

No abstract provided.

Property And Liability Transfers To Partnerships: Built-In Gain Or Loss, Boot, And Disguised Sales, Andrea M. Whiteway

William & Mary Annual Tax Conference

No abstract provided.

A Complete Property Right Amendment, John H. Ryskamp

ExpressO

The trend of the eminent domain reform and "Kelo plus" initiatives is toward a comprehensive Constitutional property right incorporating the elements of level of review, nature of government action, and extent of compensation. This article contains a draft amendment which reflects these concerns.

Fiction, Form And Substance In Subchapter K -- Approaching Partnership Mergers, Divisions And Incorporations, Heather M. Field

ExpressO

The tax consequences of substantively equivalent partnership mergers, divisions and incorporations can vary dramatically depending on the form of the transaction. This disparate treatment arises because the tax analysis of these partnership transactions inconsistently adheres to the “form” of the transaction and limits the use of legal “fictions”. This part-form, part-fiction approach distorts parties’ incentives about whether and how to undertake such transactions and can make the transactions less efficient, all without materially advancing other policy goals. This result is exacerbated by non-tax business exigencies that restrict parties’ abilities to implement certain transaction forms and by the increase in “formless” …

Bond Repudiation, Tax Codes, The Appropriations Process And Restitution Post-Eminent Domain Reform, John H. Ryskamp

ExpressO

This brief comment suggests where the anti-eminent domain movement might be heading next.

The Partnership: Preserving Capital Gains On Real Estate Investments, Charles E. Mcwilliams

ExpressO

This paper considers the use of partnerships as an effective tool for preserving capital gains on real estate investments. For tax purposes, the Internal Revenue Service generally treats a limited liability company as a partnership. This form of organization is widely used for real estate investments, and by taking a few simple precautions an LLC may ensure that any gain on its investments in undeveloped real property will be treated as capital gains. Such treatment may reduce the LLC’s tax costs substantially.

The Fifth Circuit developed a framework that has proven invaluable for analyzing the activity of the LLC to …

The Power Of Law Firm Partnership: Why Dominant Rainmakers Will Impede The Immediate, Widespread Implementation Of An Autocratic Management Structure, Matthew Scott Winings

ExpressO

Consultants and commentators have suggested that law firms would benefit from the implementation of effective business management practices. Specifically, a number of observers maintain that the partnership model by which virtually all law firms operate is outdated and inefficient. To alleviate this inefficiency, commentators claim that law firms could experience tremendous gains through the adoption of a corporate management model. Although the proposals advanced by observers differ slightly, the basic premise of the suggested solutions requires law firms to replace (or at least modify) their partnerships with a rational management structure in favor of a centralized leader who can best …

Towards Equity And Efficiency In Partnership Allocations, Darryll K. Jones

Journal Publications

The primary goal of any tax system is to raise sufficient revenue for government. More precisely, taxation is the means by which government supplies necessary things not available from the private market. Taxation allows society to cure distributional imperfections in the market. It is appropriate, therefore, only to the extent that the market cannot provide goods and services for which there is public demand; if private markets equitably supplied food, shelter, health care, education, and common defense, taxes could be greatly reduced if not completely eliminated. The revenue raising goal is thwarted to the extent the taxing system is either …

Redemptions Of Partnership Interests And Divisions Of Partnerships, Andrea M. Whiteway

William & Mary Annual Tax Conference

No abstract provided.

The Power Of An Indictment – The Legal Implications Of The Demise Of Arthur Andersen, James Kelly

ExpressO

This article examines the impact an indictment can have against a limited liability partnership of professionals, in particular the Justice Department’s prosecution of accounting firm Arthur Andersen. Following a brief chronological description of the factual background of the case, the article then examines the weight an indictment is supposed to have, followed by the standards for issuing an indictment against an entire partnership rather than just the individuals who allegedly performed wrongful acts. The notion of prosecutorial discretion is heavily emphasized, and the factors that contributed to the prosecution of Andersen are discussed. Finally, the implications of this situation are …

Organizational Form As Status And Signal, Kimberly D. Krawiec

ExpressO

In this Article, the author analyzes the reactions of 147 New York City law firms to the 1994 enactment of the New York Limited Liability Partnership statute, which provided New York law firm partners with the first convenient mechanism to limit their personal liability for partnership debts. Using both quantitative and qualitative evidence, she evaluates whether the behavior of New York law firms supports the signaling theory of organizational form—that is, the theory that firms use the partnership form to signal to the marketplace that they provide high quality legal services, due to either superior monitoring or to profit sharing. …

Breaking The Bank: Revisiting Central Bank Of Denver After Enron And Sarbanes-Oxley, Celia Taylor

ExpressO

No abstract provided.