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Lending to an LLC? Think Twice and Draft Carefully
Late last fall, the Delaware Court of Chancery issued a decision that surprised many business law observers and practitioners. The Chancery Court dismissed creditors' derivative claims brought against the board of directors of a failed and insolvent limited liability company. The Delaware Supreme Court agreed and affirmed the decision.
Plaintiff CML V, LLC (“CML”) lent funds to JetDirect Aviation Holdings, LLC (“JetDirect”), a private jet management and charter company. Beginning in 2005, JetDirect undertook an expansion program pursuant to which it acquired other charter and service companies. It was this acquisition campaign that the plaintiff blamed upon the company's eventual demise into bankruptcy. The Complaint alleged, among other claims, that the directors failed to adequately supervise the acquisition efforts and failed to educate themselves on the true financial condition before approving further expansions. Such claims for breaches of fiduciary duties to the company and its ownership would be readily available in the corporate context when the enterprise is insolvent. Not so, when the company is formed as an alternative business entity, such as a limited liability company or a limited partnership. To some, until recently, this was a distinction without a difference. Now ' lender beware.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.