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Delaware is winning the LLC race.
Dammann and Schundeln have a new paper up on SSRN entitled “Where are Limited Liability Companies Formed? An Empirical Analysis” (see here) that examines the state of formation choice of 64,000+ LLCs....
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AALS Agency, Partnerships and LLCs Section Call for Papers
Larry Ribstein is organizing the upcoming AALS session of agency, partnerships and LLCs and has posted the following call for papers: The Section on Agency, Partnerships and Limited Liability Companies...
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Microsoft LLC
Holman Jenkins, writing in today’s WSJ, criticizes Steve Ballmer’s management failures that have left its investors with a decade of “dead money.” At bottom, this is a corporate governance problem....
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Terrorism Finance Meets Business Associations
Now that TOTM blog traffic is hitting all-time highs, I thought it would be a good time to share a link to my most recently published paper, Terrorism Finance, Business Associations, and the...
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Is Delaware uncorporate law unconstitutional?
It is well known that Delaware unincorporated entity statutes (e.g., 6 Del. Code Section 18-1101) permit the waiver of all fiduciary duties, not only of care, but also of loyalty. Now along comes...
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Wilkes v. Springside and the Rise of the Uncorporation
As I noted last week I participated with several corporate law luminaries in a conference at Western New England College in Springfield, Massachusetts on the famous case of Wilkes v. Springside Nursing...
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Creditor derivative suits in Delaware LLCs
The ever-helpful Francis Pileggi thoroughly discusses an interesting and important recent Delaware opinion by VC Laster, CML V, LLC v. Bax, C.A. No. 5373-VCL (Del.Ch. Nov. 3, 2010) which holds a...
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At the AALS: Adjudication and jurisdictional choice in LLCs
This Friday, January 7, I’ll be presenting a paper on this topic at the AALS Section on Agency, Partnership, LLC’s and Unincorporated Associations, 8:30-10:15, Hilton, Franciscan A, Ballroom Level,...
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Delaware for Small Fry: Jurisdictional Competition for Limited Liability...
My article with Bruce Kobayashi, previously available as a working paper, has just been published in 2011 University of Illinois Law Review 91 with the above new title . The published version has been...
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Judicial dissolution of NY LLCs
In my recent paper, Close Corporation Remedies and the Evolution of the Closely Held Firm, written for a symposium on the famous Massachusetts close corporation case Wilkes v. Springside Nursing, I...
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Chandler’s departure and the future of uncorporations
Chancellor Chandler has announced his retirement as Delaware’s leading corporate trial judge (Pileggi and the WSJ). News reports likely will focus on the Chancellor’s work on high-visibility corporate...
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Chancellor Strine on LLC law
We got our first LLC opinion from Chancellor Strine in his new position atop the Delaware Chancery Court. It’s worth close attention in its own right as a case of first impression, and as an...
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Delaware bans LLC creditor derivative suits
On Friday the Delaware Supreme Court decided the important case of CML V, LLC v. Bax (see Francis Pileggi’s helpful summary). The court, per CJ Steele, held that a creditor lacks standing to sue an...
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Pre-formation fiduciary duties in LLCs: Roni v. Arfa
Last year I wrote here about Roni LLC v Arfa, which I cited as an example of the ”troubling lawlessness of NY LLC law.” As discussed in my blog post, the court in that case, after holding that the...
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The tangled duty to tell the whole truth
A recent NY App. Div case, Pappas v. Tzolis, presents a tangled web that illustrates the current state of the LLC contracting architecture in the U.S. I previously discussed the lower court opinion in...
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TOTM goes to court
Last year I wrote here about Roni LLC v Arfa, which I cited as an example of the ”troubling lawlessness of NY LLC law.” In brief, the court sustained a non-disclosure claim based on “plaintiffs’...
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