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The Effect of California's Uniform Partnership Act of 2008 on Partnership Purposes

California 's Uniform Limited Partnership Act of 2008 has changed one of the basic tenets of limited partnerships: their permitted purposes. Prior to the 2008 Act, limited partnerships could be formed only for the same purposes as a general partnership and that is to "carry on a business for...

D. Gordon Smith on The Plight of Entrepreneurs Under Delaware Fiduciary Law

One of the most common sources of conflict between venture capitalists and entrepreneurs who are engaged in striving to build a valuable company is the decision whether to sell the company. It is no surprise when venture capitalists want to sell before entrepreneurs feel ready. Venture capitalists benefit...

Professor James Fanto on Shareholder Nominations of Directors: The Saga Continues

Recent court rulings have thrust the SEC into the controversy over shareholder nominations of directors for election to the board, an area of corporate governance of publicly traded companies that has been particularly active in recent years. On one side is the traditional business community that believes...

New Texas Series LLC Provisions in Texas Business Organizations Code

Excerpt: New amendments have been made to the Texas Business Organizations Code (the "TBOC") to permit a single limited liability company to establish series of members, managers, membership interests or assets to which different assets and liabilities may be allocated. Under the new TBOC...

Shareholder Oppression Actions

The recent problems in the economy create significant pressures on companies -- pressures that may cause owners to attack each other. When owners of private companies feel they are being mistreated, they often turn to shareholder oppression lawsuits. By understanding a few basic approaches to shareholder...

Shareholders and Lost Limited Liability

Many of your clients may be engaging in behavior that puts their limited liability as owners of a business at risk. Having decided to form a corporation or a limited liability company for their business, many people then engage in risky behavior. There are, however, several areas where you can help your...