Veil Piercing

VEIL PIERCING

The post under the link below discusses three recent veil piercing cases, including an LLC case in which the courts held that the LLC in question complied adequately with “corporate” [sic] formalities for anti-veil piercing purposes. Needless to say, all LLC lawyers need to be familiar with significant current developments in veil piercing law, such […]

LOANS AMONG RELATED ENTITIES

Whenever you create a holding company/operating company for your LLC formation clients, you need to provide for itcas among them for tax purposes and anti-veil piercing purposes.  The new post under the following link discusses intercompany loan agreements: http://www.taxlawforchb.com/2017/01/loans-between-related-entities/

EXCEPTIONS TO LIABILITY SHIELD OF FLORIDA LLCS

The article cited below will be of particular interest to Florida LLC lawyers, but the legal concepts addressed in it are likely to relevant to LLC lawyers in many other states as well. 90-NOV Fla. B.J. 26 Florida Bar Journal November, 2016 Column Business Law JUDICIAL EXCEPTIONS TO LIMITED LIABILITY PROTECTION PROVIDED BY FLORIDA LLCS

UNDOCUMENTED LOANS FROM SHAREHOLDERS TO THEIR CORPORATIONS

The excellent post under the link below is about unrecorded loans from the shareholders of closely held corporations to their corporations, but it applies equally to loans by LLC members to their LLCs and from LLCs to their members.  The issue comes up constantly, and it has big implications for veil-piercing. Here’s the link:    http://www.taxlawforchb.com/2016/08/look-on-the-balance-sheet-is-it-debt-is-it-equity-its-anyones-guess/#

REVERSE PIERCING CASE

LLC lawyers should advise their LLC formation clients about how to avoid not only standard but also reverse veil piercing.  In an impressive  decision filed on July 18, 2016 entitled Sky Cable, LLC v. Coley, 2016 WL 3926492 (W.D.Va., July 18, 2016), a Virginia federal district court has applied Delaware law on the application of […]

VIRGINIA S. CT. VEIL-PIERCING CASE

LLC formation lawyers should have a detailed understanding of LLC veil-piercing and should instruct their clients about how to avoid veil-piercing.  The link below is to a post about an important Virginia Supreme Court decision about LLC viewpoint.  The analysis in the decision would undoubtedly be persuasive in other jurisdictions. Here is the link:  http://www.lexology.com/library/detail.aspx?g=c66efa37-15a2-4372-8ced-0217fed3cea7&l=7RWPHFT

NEW ARTICLE ON LLCS AND VEIL-PIERCING

Every LLC lawyer should have a reasonably sophisticated knowledge of veil-piercing law as applicable to LLCs.  Following is a cite to a comprehensive new article on that subject and a brief introduction to the article: IF THE VEIL DOESN’T FIT . . . AN EMPIRICAL STUDY OF 30 YEARS OF PIERCING THE CORPORATE VEIL IN […]

DELAWARE COURT OF CHANCERY VEIL-PIERCING CASE

If you form a Delaware LLC for your client, you have a duty to explain to the client the Delaware rules governing LLC veil-piercing, and you must explain to the client how to minimize the risk of veil-piercing.  The link below summarizes a very recent Delaware corporate veil-piercing case.  The veil-piercing doctrine in the case […]

BLOG POST ABOUT CORPORATE PAYMENTS OF SHAREHOLDER’S PERSONAL EXPENSES

The new post under the link below is not about a LLC, but rather, about a state-law business corporation taxable as C corporation.  But the post shows the dire tax consequences for the corporation in paying as deductible expenses amounts that were really for the personal benefit of the principal shareholder.  LLCs can also fall […]

VEIL-PIERCING

The new law journal article cited below will be of interest to anyone interested in LLCs, but particularly to Illinois LLC lawyers. 103 Ill. B.J. 46 Illinois Bar Journal July, 2015 Business Law CAN YOU PIERCE THE VEIL OF AN ILLINOIS LLC Sandra D. Mertens Copyright © 2015 by Illinois State Bar Association; Sandra D. […]