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Availing Yourself of the Series LLC: Benefits and Detriments
A “Series LLC” is a form of limited liability company (“LLC”) that has been available under the laws of a number of states for almost 18 years. The Series LLC has gone largely unnoticed in both the common business arena and the courts. The basic format of a Series LLC is a traditional limited liability company whose organizing documents allow for the creation of separate and distinct sub-units (sometimes confusingly themselves called “series” as well) which are intended to operate and be treated as separate, independent entities. Note: To avoid confusion, we will call the parent entity “Series LLC” and the individual series “sub-units” for purposes of this article, although individual states' nomenclature may differ.
The objective that Series LLCs seek to achieve is to simply and cost-effectively create a legal structure whereby the debts and liabilities of the separate sub-units are unenforceable against the assets of other sub-units or the parent. To obtain similar liability protection prior to the advent of the Series LLC would have required formation of separate LLCs to hold specific assets. The costs of formation and maintenance of separate LLCs is significant. With a Series LLC, the liability limitations and protections afforded under traditional LLC's are obtained with relatively minimal costs of formation and maintenance. Additionally, utilization of a Series LLC business structure in complex, multi-participant ventures can reduce the overall complexity of such transactions.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.