October 13, 2016
We've talked before about the new LLC Act in Connecticut (which goes into effect in July 2017) here and here. The new Act will have a provision allowing a member to seek a court order expelling another member from the LLC. It's a remedy that should help keep more limited liability companies alive rather than dissolved by court order. To expel a member, the plaintiff would have to show one of the following:
(1) The member engages in wrongful conduct that has or will adversely and materially affect the LLC;
(2) The member materially breaches the operating agreement or his or... Read more.
August 26, 2016
It's Friday evening, and I don't much feel like blogging about law. Rather, I'd like to talk about my oldest son, Anthony. He is now a senior at St. Bonaventure University - where my wife and I went and met. I cannot tell you the emotions that brings up in me in a simple blog post, but use your imagination. And he is seriously considering going to law school. I think it's awesome. I don't much care for those lawyers that react negatively when younger people say they want to go to law school. Really? Typically I keep my mouth shut, but recently, during one of my son's many tag-alongs to... Read more.
August 11, 2016
All lawyers should include basic provisions in contracts for their clients. One basic provision designates or chooses the state's law that applies. If your client has the bargaining power, and is located in Connecticut, well, you choose Connecticut. But the language you use in your "choice of law" provision is critical. Simply stating that, for example, "Connecticut law governs the interpretation and enforcement of this agreement" will not guarantee that Connecticut law applies to extra-contractual torts. One of those tort claims can be found in Connecticut's Unfair Trade Practice... Read more.
August 1, 2016
Like most states' rules, the Connecticut Practice Book allows attorneys admitted to practice law in other states (but not Connecticut) to represent a client in a Connecticut state court proceeding. It's called "pro hac vice" which means "for this occasion only." The status is typically limited to situations where the client and attorney that seeks to be admitted pro hac vice have an established relationship, the client desires that attorney to represent it, and the attorney meets certain requirements. One of those requirements is that the attorney files an affidavit attesting to certain... Read more.
June 16, 2016
Connecticut's general assembly found time to add to the list of the types of contractors that must comply with the Home Improvement Act. As of January 1, 2017, contractors that perform water, fire and storm restoration and mold remediation will have to register as home improvement contractors and use contracts that comply with the statute. While registering is an easy process and relatively inexpensive, check it out here, making sure your contracts comply with the Act is a little more involved. I've discussed the law a little bit here. Not complying with the Home Improvement Act can mean... Read more.
May 9, 2016
The Connecticut Supreme Court just held that a spouse who receives by assignment the other spouse's interests in an LLC, may not get much after all. You can read the case here. Once upon a time when I handled domestic relations cases, I knew that one of the assets that might be equitably divided was a spouse's interests in a limited liability company. The value received is really the right to receive distributions of the LLC's profits, because the spouse is not automatically a member of the LLC. But what if the other LLC member doesn't make any distributions? What can the assignee-... Read more.
May 8, 2016
Listen up doctors! Physicians and physician practices who are currently negotiating employment agreements, partnership agreements or otherwise joining a practice need to be aware of a recent law passed by Connecticut's General Assembly. The law - which everyone expects Governor Molloy to sign - limits non-compete agreements for physicians to 15 miles in geographic scope and 1 year in duration. The bill, which you can read here, applies to covenants not to compete that are entered into, amended, extended, or renewed after July 1, 2016. Importantly, the new law will impact physician-... Read more.
April 10, 2016
By now, you've heard of Legalzoom. Bob Shapiro, one of O.J. Simpson's former attorneys, co-founded the business which provides an array of legal services to individuals and business owners. Legalzoom has had its share of press, even from Consumer Reports. It's funny how Shapiro touts Legalzoom's mantra that it "puts the law on your side." Well, the law certainly isnt't on "your side" when it comes to a Legalzoom user enforcing their legal rights against Legalzoom. A recent case involving Legalzoom provides a good opportunity to revisit arbitration agreements, which are found in all... Read more.
April 9, 2016
Whenever someone is referred to us because they are in a dispute with a member of their LLC or another shareholder of a corporation, the word dissolution must enter the discussion. But like a marital divorce, we know dissolution gets ugly, especially in closely-held businesses or family businesses, and never solves the underlying problems. We always try to find a way to avoid litigation but sometimes that is the client's only recourse and a lawsuit seeking dissolution of the company the only path. But if Connecticut adopts the new Limited Liability Company Act, LLC members may have... Read more.
April 9, 2016
Connecticut is closer to adopting the Uniform Limited Liability Act, and that's good news. You can follow the bill (HD 5259) here. Connecticut's current LLC act has not undergone significant change since 1993, and change is good. A limited liability company is the choice du jour for small businesses in Connecticut. In fact, there are 7 times more new LLCs in Connecticut than corporations. So it's a good thing Connecticut will likely be joining the 9 other states that have adopted the most recent version of the Uniform Law. There are many positive changes on the horizon for members... Read more.