Articles in Limited Liability Companies

IMPORTANT CHANGES TO LLC ACT EFFECTIVE JUNE 10, 2010

Date: June 8th, 2010

Back in October of 2009, I wrote an article on latent defects in Washington’s Limited Liability Company Act, RCW 25.15. et seq (the “Act”) highlighted by Substitute House Bill 1592 and the Washington Supreme Court’s May 14, 2009 decision in Chadwick Farms Owners Association v. … Read More »

WHO IS ON THE HOOK, YOU OR YOUR COMPANY?

Date: April 13th, 2010

On April 12, 2010, Washington’s Court of Appeals (Division I) handed down an opinion that should be an important lesson for all business owners. If the party entering into a transaction is an entity, and not the entity’s owners, then the contract language, not just … Read More »

DELAWARE COURT OF CHANCERY REFUSES TO DISMISS CLAIM OF AIDING AND ABETTING AN LLC MANAGER’S BREACH OF FIDUCIARY DUTY

Date: February 4th, 2010

In Julian v. Julian, No. 4137-VCP (Del. Ch. Sept. 9, 2009), the Delaware Court of Chancery identifies the standard for asserting that a defendant aided and abetted a breach of fiduciary duty by a limited liability company’s manager. The LLC in question paid management fees … Read More »

ARE WULPA LIMITED PARTNERSHIPS THE NEW LLC IN 2010?

Date: January 8th, 2010

Back in October of 2009, I published an article on the myriad of problems plaguing Washington LLCs, many of which arose out of uncertainty, inconsistencies and gaps in the Washington Limited Liability Company Act (the “LLC Act”). That same month, my colleague, Joe Campos, published … Read More »

HIGHLIGHTING MAJOR DEFECTS WITHIN WASHINGTON’S LLC ACT.

Date: October 12th, 2009

Currently, major defects exist in Washington’s Limited Liability Company Act (RCW § 25.15 et seq.) that allow, and sometimes even cause a Washington LLC to disappear without properly resolving potential claims against the LLC. These defects were highlighted in April 2009, when the Washington Legislature … Read More »