By , July 2, 2015 3:03 pm

As most of you will know, the U.S. Treasury Department Check-the-Box Regulations are the core document in the field of the federal income taxation of LLCs and their members.  I recently taught a three-CLE-credit seminar on these regs for New Hampshire accountants, and I distributed to them an extensive seminar outline.  The outline is too data-rich to send in this e-mail, but if you’d like to look at it, you can do so by clicking on the hyperlink “here” at the end of the fourth paragraph of Section I of a LLC seminars website I maintain.  Here’s the link to the website:


By , July 1, 2015 7:57 pm

The brief article quoted below has nothing to do with LLCs, but it does provide an interesting overview of the legal travails of Uber, the “Britney Spears” of the blogosphere.

Uber Is the New Britney Spears


By , July 1, 2015 12:59 pm

For a good overview of recent amendments to the Florida LLC Act, click here:


By , June 30, 2015 1:10 pm

In connection with my LLC formation practice, I sometimes have to provide clients with advice and documents that will protect them from liability under federal and state securities laws if these clients want to grant LLC memberships to passive investors.  (Any such grant can raise serious securities law issues.)

Thus, to keep up in the field of securities law rules governing “private placements” (i.e., investments in non-public entities), I subscribe to the blog of an organization called Venture Capital Experts.  A very recent blog post in that blog contains an article arguing, among other things, that securities laws should be amended to make it easier for members of the middle class to make capital investments in venture capital-funded enterprises.  The article is relevant to LLC lawyers who handle private placements of LLC membership rights or who want to learn to handle them.  However, it is perhaps of even greater interest to estate planners who have clients potentially interested in making at least modest venture capital investments.

Here’s the link to the above article:


By , June 29, 2015 1:43 pm

If you’re an LLC lawyer, this probably means you’re a lawyer for, among other types of clients, clients who are starting new businesses.  Some of these clients may want to seek venture capital investment for their businesses.  The brief article under the link below provides seven tips for these start-ups.  Based on my experience, I think it’s a great article.

Here’s the link:


By , June 26, 2015 8:08 pm

Buy-out provisions in the operating agreements of family-owned LLCs are often among the most important provisions in these agreements.  The blog post under the link below, from a blog known as “Lexology,” provides some useful guidance in planning and drafting these provisions.

Here’s the link:


By , June 26, 2015 12:49 pm

Peter Mahler’s blog post under the link below deals with valuation dates in court-ordered buy-outs, but many of the principles in the post apply to buy-out provisions in LLC operating agreements.

Here’s the link:


By , June 25, 2015 7:26 pm

Your client has never formed an LLC or any other business entity and asks you for guidelines in choosing a good name for the LLC you’re forming for her. I think you should tell her four things. Can any readers of this post think of anything else to tell her?

  1. Give your LLC the best possible name from a marketing viewpoint.
  2. Check the website of the Secretary of State or other relevant state officer in your state to make sure the name you want is not already taken in your state (and if it’s not, think about protecting it by       reserving it or registering it with that officer as a trade name if you haven’t formed your LLC quite yet).
  3. Make sure that no other business is using the name you want and that this name is available as a domain name. A simple Google search should suffice to handle these tasks.
  4. If you plan to use the name as a federal trademark or service mark, check online with the United States Patent and Trademark Office to make sure the mark you want isn’t already taken. The link is
  5. If the LLC is being created for asset protection purposes, then consider a name that has no connection to business, personally or any other way that might link it to the owners.


By , June 25, 2015 2:39 pm

For those of you who form Delaware LLCs at least from time to time and want to provide in Delaware LLC agreements for Delaware rapid arbitration as the method of dispute resolution:   The Delaware Supreme Court has just adopted rules for Delaware rapid arbitration proceedings.  For more about these rules, click on this link:


By , June 24, 2015 12:48 pm

If you’d like a good overview of the newly enacted Alabama LLC Act, click here: