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Does Texas Law Permit Contractual Conditions Precedent to Preclude Partnership Formation?
In Energy Transfer Partners, L.P. v. Enter. Prods. Partners, L.P., the Supreme Court of Texas recently affirmed a decision of the Court of Appeals for the Fifth District of Texas, in which the Court of Appeals held Texas law permits parties to conclusively agree that certain contractual conditions must be satisfied before a partnership can form.
Compensation Strategies for the LLC
An LLC taxed as a partnership is one of the most flexible entity forms available today for allocating ownership interests. Unlike the cor porate model, where profits are allocated strictly pro-rata on the basis of the number of shares owned, management and owners of an LLC have virtually complete freedom to allocate profits among members so long as the allocation has "substantial economic effect" under IRC Sec. 704(b).
Choice of Entity Decision Tree
In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms: Corporation; General Partnership; Limited Partnership; Limited Liability Partnership (“LLP”); and Limited Liability Company (“LLC”). The form of business entity most advantageous in a particular situation depends on the business objectives for which the entity is being organized. In most situations, the choice of entity focus will be on how the entity and its owners will be taxed and the extent to which the entity will shield the owners and managers of the business from liabilities arising out of its activities. An increasingly important factor in choosing the form of entity, and its state of domicile, is the extent to which the fiduciary duties and personal liability of the entity’s governing persons may be limited in the entity’s governing documents.
Inadvertent Partnerships
This paper discusses situations in which individuals or entities, through their words or dealings, may wind up being treated as having formed a partnership even though they did not explicitly say they were doing so. A party dealing with another may seek to characterize their relationship as a partnership to take advantage of business opportunities or to impose fiduciary-type duties on the other party. Similarly, someone dealing with a party who is not solvent may seek to characterize the insolvent party’s relationship with another as a partnership so that the other, solvent party becomes liable for the debts and obligations of their purported “business.” These rules often are applied in hindsight. Practitioners and their clients must be careful in how they document their relationship and how they hold themselves out to third parties.
Acquisitions of Partnerships LLC's
This presentation covers issues relating to the purchase and sale of interests in partnerships and LLC's. Specifically information relating to the interest to be sold; review of the business elements of the interest to be acquired; terms to include in a purchase agreement and closing documents; and limitations on or encumbrances to transferability.
What Every Business Attorney Needs To Know About Family Law
This paper will help you advise business owners about the impacts of divorce and family law upon businesses. This is important not only for the business owner who may be facing divorce, but for his business partners as well, who may find themselves and their interests affected by the divorce litigation. With an understanding of how Texas divorce law impacts businesses, business agreements can be drafted to shield the business and its other owners from the impact of one owner’s marriage and divorce.
Acquisitions of Partnerships and LLCs
These are the presentation slides.
Top Ten "Gotchas" Drafting Pass Through Entities
Partnership agreements and limited liability company agreements are, by their nature, agreements that afford a great deal of flexibility in drafting and operation. This flexibility is what makes these entities attractive for planning purposes. This same flexibility is what also requires persons drafting these agreements undertake the responsibility to fully understand the intention of the parties to the transaction and to properly reflect those intention in an agreement entered into between the parties.
What Every Business Attorney Needs to Know About Family Law
Family law can have sweeping impacts on a business. Upon divorce, a business-owner spouse can find that his spouse was not only a partner in marriage, but also a partner in the business, to whom they owe a fiduciary duty. This article is designed to equip you with the knowledge to recognize issues that can have a tremendous impact on a spouse and divorce. In addition, with this knowledge you can help a business owner plan their business to protect them in a divorce.
Acquisitions of Partnerships and LLCs
These are the presentation slides.
Top Ten "Gotchas" Drafting Pass Through Entities
This program highlights some of the issues most often overlooked by the parties as they head down the path to the formation of their new business entity. In certain circumstances we have included sample language to illustrate one or more of these issues. As you review this outline, please remember that these sample provisions are provided only for the purpose of illustration. Also remember that the sample provisions are, by necessity, generic in nature, for illustrative purposes only, and should not be viewed as one size fits all. The laws relating to the formation and operations of Limited Partnerships and Limited Liability Companies will vary from state to state. As you encounter these and other issues in connection with the formation of these entities please consult the application of the local laws in particular state in which you plan to have your entity formed or operate to make certain these and other issues relating to the formation of entities of this nature are properly addressed.
What Every Business Attorney Needs to Know About Family Law
Family law can have sweeping impacts on a business. Upon divorce, a business-owner spouse can find that his spouse was not only a partner in marriage, but also a partner in the business. Even worse, a business owner may not discover the impacts of divorce until a co-owner or partner becomes involved in a divorce. This article is designed to give a brief overview of many of the issues lurking in family law that can devastate a business. Hopefully, armed with some advance knowledge, a business owner can plan his or her business to minimize the impacts of a divorce.
Protecting Business Before Divorce: What Every Business Lawyer Must Know About Family Law
This article is designed to inform lawyers who represent small business owners about the potential issues lurking in the context of divorce, and the basics of important areas of family law as such areas relate to small business entities, so that the lawyer representing the business can better protect the business with a potential divorce in mind.