Bankruptcy Judge Turns Delaware LLC Law on its Head: A Lesson in LLC Management and the Risk of Member Insolvency
By Daniel W. Glasser on January 16, 2024. Introduction It is no secret that Bankruptcy can turn everything we know about the law on its head. And when that happens in the realm of limited liability company (“LLC”) governance, investors, ...
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Ownership Standoffs: Can Courts Invoke “Equity” To Accommodate a Buyout? Or Should Legislatures Provide a Solution?
By Jennifer M. Osgood, Esq. on May 06, 2022. Traditionally, courts tasked with resolving irreconcilable differences between owners of a Limited Liability Company (“LLC”) had one primary tool available: judicial dissolution. Changes to the LLC laws in several states, however, ...
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Joint Venture Crimes and Punishment: One Court’s View
By Daniel W. Glasser on March 24, 2022. For litigators involved in limited liability company disputes, some legal issues are perennial. Chief among them is the question of whether members and managers owe fiduciary duties either to each other or to ...
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My Business Partner Locked Me Out, What Now? Five Issues That Require Your Immediate Attention
By Jennifer Osgood and Daniel W. Glasser on January 12, 2021. Let’s say that you and a family member or close friend decide to start a business. You take the necessary steps to form the company. You sit down with ...
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Both Managers and Members of an Arizona LLC May Owe a Fiduciary Duty to the LLC
The question of whether managers and/or members of an LLC owe fiduciary duties to the LLC and/or other members of the LLC varies greatly from state to state. Unlike Colorado’s LLC Act, Arizona’s LLC Act does not expressly impose any ...
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Colorado Supreme Court Holds Economic Loss Rule Does Not Bar Civil Theft
DENVER, CO. – May 7, 2019 – Colorado Supreme Court Holds Economic Loss Rule Does Not Bar Civil Theft In a much-anticipated ruling, the Colorado Supreme Court yesterday settled a split among divisions of the Colorado Court of Appeals over ...
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Is Delaware Changing the Way it Looks at Rule 12(b)(6) Challenges in Business Cases?
DENVER, CO. – May 1, 2019 – Is Delaware changing the way it looks at Rule 12(b)(6) challenges in business cases? Recently, the Delaware Supreme Court has indicated a departure from years of Rule 12(b)(6) jurisprudence. Delaware Supreme Court Rule ...
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A Case Study In Business Divorce: Member Expulsion And Its Associated Hazards
By Daniel Glasser and James Kin The forced termination of any business relationship is painful. But the expulsion of a member from a limited liability company (an “LLC”) can raise additional challenges—especially where the rules of engagement are either poorly ...
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Smart Discovery and Litigation Strategies for Text Messages: Part 3
By E. Job Seese The previous two installments in this series addressed the pitfalls of conducting business communications via text messaging and outlined some practical measures that both individuals and companies can take in navigating the iWorld minefield. This ...
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Staying Smart in a Smartphone World: Part 2
By E. Job Seese The first post in this series discussed the pitfalls—and advantages—of conducting important business communications via text messaging. This second installment addresses some of the practical measures that individual businesspeople as well as companies can take in ...
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Staying Smart in a Smartphone World
By E. Job Seese NOTE: THIS IS THE FIRST IN A MULTI-PART SERIES. You, like the rest of the world, have learned the do’s and don’ts of conducting business by email. But what about texting, which has become the preferred ...
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Colorado Supreme Court Conforms Pleading Standard to Federal Practices
By Dean Shaffer The Colorado Supreme Court today, in Warne v. Hall, Case No. 14SC176, adopted the stricter civil pleading standard first applied by the U.S. Supreme Court in Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007). Under the new standard, ...
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Does LaFond Address Common Law Fiduciary Duties of LLC Members?
By Reid J. Allred and Maral Shoaei The Colorado Supreme Court, in a recent opinion, LaFond v. Sweeney, addressed the duties of a manager or member of a limited liability company (“LLC”) under Colorado law upon dissolution and winding up ...
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Assessing CAPP, Part I: Impact on the Motion to Dismiss Strategy
By E. Job Seese The following is the first in a forthcoming series of blog posts looking at the CAPP Rules and their practical impact on litigation strategy. CAPP’S INTRODUCTION Effective January 2012, the Colorado Supreme Court authorized a pilot ...
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Revisiting Fiduciary Duties of Members of Colorado LLCs
The law governing limited liability companies (“LLCs”) and their members is relatively undeveloped, and it continues to evolve. One important question, for example, is whether the members of an LLC owe fiduciary duties to each other. In a previous blog post, ...
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Fee Awards Are Only Non-Dischargeable Only If The Applicable Statute Proscribes Conduct That Violates § 523
CITATION: Kaplan v. Wasko, Case No. CC-12-1118-PaMkBe (9th Cir. B.A.P. Mar. 6, 2013) (unpublished). RULING: The Ninth Circuit B.A.P. remanded this case and directed the bankruptcy court to apply the issue preclusion factors identified in Harmon v. Kobrin (In re ...
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Restoration Construction: Navigating The New Rules In Colorado
On June 6, 2012, Colorado fundamentally altered the rules that apply to roofers and restoration contractors handling losses on residential property. Governor Hickenlooper signed into law a bill1 that, at first blush, appears aimed at unscrupulous “storm chasers.” The impact of ...
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Buyer Beware: The Utility Of Acquired Claims May Be Limited By The Purity Of The Buyer’s Motive
The American Bankruptcy Institute recently published Mr. Glasser’s summary of a recent decision by the Ninth Circuit BAP. Click here to view the original article. Citation: Beal Bank USA v. Windmill Durango Office, LLC, US Trustee, DP Air Corp., BAP No ...
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Are Law Firms Keeping Pace With The Rate Of External Change?
Today, the Washington Post is reporting that the venerable law firm of Dewey & LeBoeuf has inched at least one step closer to bankruptcy. Click here for the Post article. If the firm cannot negotiate a merger with Patton Boggs or ...
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