Tom Rutledge is a leading LLC practitioner and scholar. He has just published a new article entitled “It’s Not Me, It’s You: Planning for Expulsion of Members from LLCs.” Whatever Tom writes is likely to be of substantial practical value to other LLC lawyers, and of course member expulsions are a key LLC operating agreement issue for any lawyer.
Here is the link to his article:
Every LLC operating agreement should contain an appropriate dispute resolution provision. A key issue in planning and drafting these provisions is whether the client will be better served by arbitration or by litigation. The link below is to a blog post about cost issues in making the above choice. The post provides a link to an earlier article about litigation vs. arbitration. However, to read either post, you have to subscribe as indicated in the link.
Here is the link: http://www.insidecounsel.com/2012/12/06/which-costs-less-arbitration-or-litigation?&slreturn=1469107523
Since many of the clients of LLC formation lawyers are likely either to own copyrights or, from time to time, to copy materials owned by others that may be copyrighted, these lawyers should know at least the basics of copyright law and be able to explain them to their clients. The five-minute video under the link below provides a brief but good introduction to that law.
Here’s the link: http://www.jdsupra.com/legalnews/copyright-basics-for-business-owners-01767/
It may be helpful for some of your LLC formation clients if you can give them at least general guidance about structuring deferred compensation for employees of their LLC and for members if the LLCs are taxable as C or S corporations. The post in the link below will help to equip you to provide this guidance.
Here’s the link:
The new Bipartisan Budget Act partnership audit rules are a major development in LLC tax and will affect every existing and new partnership agreement for general and limited partnerships and operating agreement for multi-member LLCs taxable as partnerships. The Treasury Department has just issued a new temporary reg and a proposed reg re early elections under these regs. See T.D. 97800 and REG-105005-16. Every LLC lawyer should have at least a basic understanding of these regulations.
Every LLC lawyer should have, at the very least, a solid basic understanding of the TEFRA partnership audit rules, which will apply until the end of 2017; the new Bipartisan Budget Act rules, which will apply thereafter; and how to deal with these rules in the operating agreements of multi-member LLCs taxable as partnerships. Below is a link to a very practical new blog post by Lou Vlahos about the new regs.
Tie-breaker provisions in LLC operating agreements can serve many valuable functions for your LLC formation clients—and can also, for some LLC members, have shocking results, as shown by Peter Mahler in his discussion of a recent New York case under the link below. The case involves a New York corporation, but it is equally applicable to LLCs.
Here’s the link:
I’ve just stumbled across the blog post under the link below. The post was published in September 2015. I have not posted about this post previously, and I generally post only about current developments. However, I’m covering it in this post because it’s significant for at least a significant number of LLCs. It addresses the issue of who, for federal tax purposes, may sign the federal tax return of an LLC managed by another LLC.
Here’s the link: https://www.hklaw.com/TaxBlog/IRS-Clarifies-Who-May-Sign-LLCs-Return-09-22-2015/
The key asset of many clients who form their businesses as LLCs is their intellectual property. The post under the link below provides an excellent overview of how to choose the best way to protect this intellectual property.
Here’s the link: http://www.jdsupra.com/legalnews/selecting-the-right-intellectual-14098/