The Law Professor Blogs Network has ceased publication of this blog.
See Gary Rosin's new blog, Unincorporated Business Entities Law. Posted on Tuesday, August 11, 2009 at 12:48 am

Over on Tax Prof, Paul Caron notes the recent opinion in Garnett v.
Commissioner, 132 T.C. No. 19 (June 30, 2009), that allows LLC members
to apply its losses to offset other income. posted by Gary Rosin Posted on Friday, July 10, 2009 at 11:30 am

Who owns America? American business entities? That's what Senator Carl
Levin (MI) wants to know. In 2008, Senator Levin (and co-sponsors,
including then Senator Obama) introduced the Incorporation
Transparency and Law Enforcement Act (S. 2956). Earlier this year,
Senator Levin... Posted on Thursday, July 9, 2009 at 3:20 pm

The Delaware Supreme Court, sitting en banc, has held that the Court
of Chancery erred when it ruled that liability for breach of the duty
of loyalty in a bad faith context could be imposed without a showing
of intent. In Lyondell Chemical Co. v. Ryan, Lyondell received an
unsolicited all cash all shares offer at a substantial premium to the
market. Lyondell had made no effort to sell itself or seek a strategic
partner and the company was economically viable. The board delegated
much of the negotiating work Posted on Wednesday, March 25, 2009 at 8:34 pm

/* /*]]>*/ The Supreme Court of South Dakota has held that an LLC
may be dissolved when two of four members refuse to renegotiate the
terms of an agreement between the LLC and those two members. In
Kirksey v. Grohmann, four sisters were left equal ownership interests
in a ranch when their mother died in 2001. The ranch had been in the
family for over 100 years. They formed an LLC the next year to hold
title to the ranch. They did so for tax advantages, to keep the land
within the family, and to keep the Posted on Monday, September 15, 2008 at 11:00 am

/* /*]]>*/ /* /*]]>*/ The Delaware Court of Chancery has
erroneously held that it was correct in its earlier decision to permit
a case to survive summary judgment under Stone v. Ritter without facts
indicating that the defendants intended to violate a known duty. In
Ryan v. Lyondell Chemical Co. (Ryan II) (letter opinion dated August
29, 2008) (HT Francis Pileggi here), Vice Chancellor Noble took 26
pages to decide defendants' motion for certification of an
interlocutory appeal of his earlier decision Posted on Wednesday, September 3, 2008 at 2:50 am

I posted another legal guide at Avvo.com. There are so many people I
talk to who have suffered serious problems but they failed to create a
paper trail of providing proper notice. This makes it very difficult
to take their cases, so I am urging tenants to get some kind of
counsel, from your Legal Aid or the SF Tenants Union, before taking
action or failing to take action. Check it out on Avvo. Posted on Friday, February 5, 2010 at 4:37 am

Former clients of mind posted this nice comment on Avvo.com. This was
a breach of contract matter where a small business had been forced to
close up shop in the recession, thus breaching a long-term commercial
lease. Here's what they said. Our business was forced to close its
doors during the economic downturn, and Mr. Koman assisted us in a
breach of contract action filed by the commercial landlord. Throughout
our dealings with him, Mr. Koman was calm, knowledgeable, and did a
good job of keeping us Posted on Friday, February 5, 2010 at 4:37 am

Divina Westerfield has a comprehensive list of 36 frequently asked
questions about Chapter 7 that provides an excellent starting point to
thinking through Chapter 7. For instance: 14. Can I keep my home and
personal property? As for real property in many states, dependent upon
which exemption scheme is selected and your circumstances, you may
exempt up to $100,000 in equity. When calculating your equity you
should use a value that is based upon a forced liquidation as opposed
to the best selling conditions Posted on Tuesday, February 2, 2010 at 9:31 am

During these troubled financial times in Georgia, we have noticed a
huge increase in Garnishment actions being filed in Atlanta, Georgia
courts. In some instances, the Garnishments are incorrect or have been
placed on the wrong accounts. The biggest mistakes that we have seen
occur, however, are when small businesses ignore the garnishment
rather than hiring an Atlanta business lawyer as soon as possible. A
good Atlanta business lawyer will review the garnishment action to
determine the proper course of Posted on Thursday, July 23, 2009 at 3:44 pm

If you are a starting a georgia corporation and considering a catchy
trade name, it is extremely important that any contracts you sign list
the actual name of your corporation. In forming new corporations, our
clients often come up with a catchy name after we incorporate their
business that they want to use instead of their corporate name.
Generally speaking, there is nothing wrong with this. If the name is a
good one, it could mean a great deal of money for the new business
from a marketing perspective. As Posted on Tuesday, June 23, 2009 at 3:40 pm

If you are a Georgia Small Business owner, certain tax incentives have
been created, extended or expanded in the way of business tax
deductions and credits under the American Recovery and Reinvestment
Act (ARRA), enacted in February. The bonus depreciation and increased
section 179 deduction, for example-are only available this year,
eligible businesses only have a few months to take action and save on
their taxes. Many Georgia small businesses that invest in new property
or equipment may be able to write Posted on Monday, June 22, 2009 at 11:22 am

After all of the discovery, motions, and attempts at settlement are
completed it is time to go to trial, where the case will be decided. I
have seen numerous reports making varied estimate, but the general
consensus seems to be that only 2-5% of cases actually go to trial,
the other 95-98% are [...] Posted on Wednesday, January 27, 2010 at 12:31 am

While mediation is voluntary, in most counties in Wisconsin, including
Milwaukee and Waukesha County, the Court will order the parties to
attend mediation. This does not mean that the parties must settle at
mediation, only that they will attend. What Happens at Mediation?
Mediation usually takes place after most of the discovery has been
[...] Posted on Thursday, January 21, 2010 at 6:24 am

While there are a number of motions that may be filed during and after
the discovery process, such as motions to compel discovery, or motions
for protective orders, what I want to talk about are motions which
directly effect the outcome of the case. So even though the title of
this section is titled "Motions" [...] Posted on Friday, October 30, 2009 at 2:35 pm

I seem to be doing a lot of pre-Series A convertible bridge note
financings these days. As I have written previously, I think that
convertible notes with even large conversion price discounts (e.g.
50%) or warrant coverage are typically more company-favorable than a
Series A financing where a valuation is set. After completing a lot of
convertible debt deals over the last year on behalf of both companies
and investors, I have refined some of my thoughts about pre-Series A
convertible debt terms. Observation Posted on Wednesday, January 20, 2010 at 2:54 pm

[I know it's been a long time since I posted anything, but I was
recently accused of having a dead or dying blog and felt compelled to
post something.] Wilson Sonsini Goodrich & Rosati provides a
powerful online tool that provides clean technology entrepreneurs and
companies with a searchable, easy-to-use source for federal and state
government funding opportunities and guidance on how to apply. The
publicly available tool aggregates and frequently updates the numerous
financing opportunities, such as Posted on Thursday, December 24, 2009 at 5:54 pm

[It's been awhile since I wrote anything. I am giving a presentation
to some of the founders in TheFunded Founder Institute on
incorporating their companies, so I thought I would recycle some
thoughts.] Founders of startup companies often wait to incorporate a
company until they are confident that their concept is viable or
fundable. At some point, however, an entrepreneur will need to
formally incorporate a company. Several reasons exist for taking the
step to incorporate. More than one founder. If there Posted on Monday, July 20, 2009 at 11:53 pm

This is a question I get from so many clients and potential clients
that have the misconception that only stock in a corporation,
membership interests in an LLC, or partnership interests in a
partnership are "securities." Under the Securities Act of 1933, a
security is defined as: ...any note, stock, treasury stock, security
future, bond, debenture, evidence of indebtedness, certificate of
interest or participation in any profit-sharing agreement,
collateral-trust certificate, preorganization certificate or Posted on Sunday, January 24, 2010 at 9:05 am

This is a question I get from so many clients and potential clients
that have the misconception that only stock in a corporation,
membership interests in an LLC, or partnership interests in a
partnership are "securities." Under the Securities Act of 1933, a
security is defined as: ...any note, stock, treasury stock, security
future, bond, debenture, evidence of indebtedness, certificate of
interest or participation in any profit-sharing agreement,
collateral-trust certificate, preorganization certificate or Posted on Thursday, January 21, 2010 at 4:53 pm

When raising capital via the private placement process, a business
will typically use one of three exemptions to the registration
requirements under federal securities laws. In this post, I briefly
summarize and compare each of the exemptions. Rule 504 One of the
exemptions from the federal securities laws regarding the registration
of offerings of securitiescomes in Rule 504. Rule 504 provides an
exemption for the offer and sale of up to $1MM of securities in a
single twelve month period. In general, an Posted on Monday, December 21, 2009 at 11:13 pm

The Small Business Administration (SBA) is pushing for more exporting
by small business. Explore the SBA's Export Working Capital Program
(EWCP) by clicking HERE The program is administered through small
business lenders or private banks for a maximum of 2 million US
dollars. Through a co-guaranty program with the Export-Import Bank of
the United States, the Small Business Administration guaranties up to
90% of the loan. www.ctsmallbusinessattorney.com Daniel H. Erskine,
Esq., an international attorney, Posted on Monday, December 14, 2009 at 6:29 am

The Small Business Association's ARC Loan Program may help your small
business that faces immediate financial hardship. Explore the Small
Business Administration's website to learn about eligibility and
additional information on these loans by clicking here.
www.ctsmallbusinessattorney.com Daniel H. Erskine, Esq., an
international attorney, practices in New York and Connecticut focusing
on international law, civil litigation, appeals, and small business
transactions. www.ctsmallbusinessattorney.com Posted on Wednesday, November 4, 2009 at 6:25 am

If you are interested in searching for federal government contracting
opportunities, then check out the government's database of business
contract projects. The site includes Recovery and Reinvestment Act
opportunities. Try a search of the site by clicking here.
www.ctsmallbusinessattorney.com Daniel H. Erskine, Esq., an
international attorney, practices in New York and Connecticut focusing
on international law, civil litigation, appeals, and small business
transactions. www.ctsmallbusinessattorney.com Posted on Thursday, October 1, 2009 at 1:16 pm