Almost 20 years ago, while on an ABA-ULC project, I made the acquaintance of a leading practitioner in the field. Although today he is as skilled and adept with limited liability companies as with corporations, he was then first entering the world of unincorporated business organizations. His...

1. Business Idea -- 2. Formation -- 3. Financing -- 4. Workforce -- 5. Business Regulations for Managing Directors (in particular: transactions requiring approval) -- 6. Investor Relations -- 7. Good Governance for Managing Directors, etc. -- 8. Helpful Tools -- 9. Intellectual Property Rights...

While a few commentaries have addressed the LLC enterprise in general, very few make mention of whether interests issued pursuant to this business form constitute securities. This article generally responds to Professor Sargent's position that interests in a LLC are normally not securities. We...

Bewerbung um die Position als Geschäftsführer -- Gestaltung und Abschluss des Geschäftsführer-Anstellungsvertrages -- Besonderheiten bei Allein- und Ressortgeschäftsführer -- Grundlagen der Geschäftsführung -- Besonderheiten im GmbH-Konzern -- Abberufung, Kündigung und Ausscheiden.

The most common business enterprise form in Germany today is the Gesellschaft mit beschränkter Haftung (GmbH). The GmbH offers entrepreneurs the partnership's flexibility combined with limited liability, capital lock-in, and other traits associated with corporations. Earlier enterprise forms...

The most common business enterprise form in Germany today is the Gesellschaft mit beschränkter Haftung (GmbH). The GmbH offers entrepreneurs the partnership's flexibility combined with limited liability, capital lock-in, and other traits associated with corporations. Earlier enterprise forms...

Russia’s transition to market economy demanded new legal regulation of civil turnover and entrepreneurial activity. In 1994, the first part of Civil Code was adopted and it stipulated main provisions on legal entities as well as rules on limited liability companies adopted from Germany as...

Tax transparent limited liability entities (TTLLEs) such as the GmbH & Co. KG in Germany, the trading trust in Australia, or the S Corporation and the LLC in the U.S., can be found in many developed economies. While these entities are to a large extent functionally equivalent, their underlying...

5 state analysis of fiduciary duties of managers and members of limited liability companies finding their duties largely akin to majority shareholder fiduciary duties. Consider both statutory and common law

The confusion surrounding LLC veil piercing stems from numerous factors, including some courts' seemingly blind application of corporate standards, and worse, some courts' misunderstanding that the corporation and the LLC are not the same entity. Indeed, the LLC is a different entity than the...

Corporations can significantly affect the fundamental rights of individuals. This book investigates how to determine the substantive content of their obligations that emanate from these rights. In doing so, it addresses important conceptual issues surrounding fundamental rights. From an...

Wer ein Einzelunternehmen in eine GmbH umwandelt, braucht gute Kenntnisse über mögliche Gestaltungswege, formale und zeitliche Spielräume sowie zu persönlichen Verantwortlichkeiten und Pflichten beteiligter Partner. Wie Sie auf Augenhöhe zusammenarbeiten und kostspielige Fallstricke...

This work is an extension of the analysis conducted in "Papa's Brand New Bag: The Need for IRS Recognition of an Independent Nonprofit Limited Liability Company (NLLC)", which discusses the importance of the limited liability company (LLC) in the nonprofit context and the devices needed to...

Shareholder conflicts are said to be the Achilles heel of close corporations. They materialize in different ways and shapes, mostly in the form of majority oppression, minority abuse or shareholder deadlocks. Different cognitive biases and heuristics, as shown by the behavioral law and economics...

This article, prepared for the Business Law Prof Blog 2017 Symposium, examines the statutory grounds available to members who seek judicial dissolution of an LLC in all fifty states plus the District of Columbia. I also examined the judicial dissolution grounds in five model statutes: the 1992...

When the new Restructuring Law entered into force on 1 January 2016, it opened a lot of possibilities for entrepreneurs to use aid for the purpose of keeping a company on the market. As part of the procedure, it is necessary to determine whether the granted aid does not constitute incompatible...

One of the blessings for corporate planners has been the law's recognition of the corporation as a separate entity, thus allowing them to apportion its assets to attain maximum economic efficiency. As a fundamental principle of corporate law, limited liability has acquired novel dimensions in...

This article draws a parallel between limited liability company – LLC in Brazil and the US, from a regulatory perspective, based just on a study of compared legislation: The Civil Code, in Brazil, and the Revised Uniform Limited Liability Company Act – RULLCA, in the US. The scope is to...

This Article offers a theory of secured credit that aims to answer fundamental questions that have long percolated in the bankruptcy and secured transactions literatures. Are security interests property rights, contract rights, or something else? Why do secured creditors enjoy a priority right...

To what extent does equity play a role in LLC law? To what extent do courts retain the judicial discretion “to do right and justice” in circumstances in which the LLC statute and the applicable LLC agreement do not otherwise offer an adequate remedy to an aggrieved LLC member or manager?...

The law of the United States takes two fundamentally different approaches to taxing business income. The income of many corporations is taxed to the corporation when earned and again to the shareholders when corporate profits are distributed to them. In contrast, the income of most corporations,...

Von den Grundregeln der Bilanzierung bis zum Lagebericht: Dieses Buch vermittelt Ihnen alles Wichtige rund um die Erstellung des GmbH-Jahresabschlusses. Mit Ablaufplan, klaren Arbeitsschritten und Buchungsbeispielen werden Sie durch den gesamten Abschluss geführt und vermeiden so häufige Fehler.

The most common business enterprise form in Germany today is the Gesellschaft mit beschränkter Haftung (GmbH). The GmbH offers entrepreneurs the flexibility of a partnership combined with limited liability, capital lock-in, and other traits associated with corporations. Authorized in 1892, the...

Facebook founder Mark Zuckerberg and his wife, Dr. Priscilla Chan, announced they would give 99% of their net worth to – in their words – “advance[e] human potential and promot[e] equal opportunity.” To make good on this promise, however, they did not set up a traditional nonprofit,...

The authors use panel data on the number of new firm registrations in 95 countries to study the impact of the business environment and 2008 financial crisis on new firm registration. The data show that more dynamic formal business creation occurs in countries that provide entrepreneurs with a...

Government authorities can entrust the exploitation of economic activities that are of public interest to certain private actors, for example companies in private law legal bodies. This can be the result of the privatization of former state owned companies. Such privatization can be motivated by...

Part two of a two part article discussing the existing impediments to greater use of Series LLCs including taxation, bankruptcy, the Uniform Commercial Code and issues concerning multi-state activities and how these matters are being addressed by the National Conference of Commissioners on...