Corporations

Can You Form a Delaware LLC If You Don’t Live in the U.S.? You do not need to be a US Citizen to be a member of a Delaware LLC. A Delaware LLC can be owned entirely by foreigners outside the United States. Alternatively, the Delaware LLC can be owned by a foreign corporation or […]

How to Go From a Corporation to a PBC First, the decision to change from a traditional corporation to a PBC must be adopted in the annual meeting minutes of stockholders by a two-thirds vote in favor and through a unanimous action by the directors of the corporation. A PBC is not a different legal […]

LLC Charging Order: Two-Way Protection Unlike many other states, one key benefit of the Delaware LLC not available to corporations in any state is that the Delaware LLC also offers a second type of protection: the “reverse shield.” Choosing to form a Delaware LLC creates a two-way shield. Unlike the traditional shield, the reverse shield […]

  (c) for purposes of imposing liability on any member or manager of a limited liability company for the debts, obligations or other liabilities of the company, a court shall consider only the following factors no one (1) of which, except fraud, is sufficient to impose liability:     (i)    Fraud;     (ii)   Inadequate capitalization;     […]

Story 1 – Oversight Third Circuit Affirms $2.25 million jury verdict against directors of a nonprofit nursing home for breaching their duty of care In January 2015, the Third Circuit Court of Appeals affirmed a $2.25 million jury verdict against the directors of a Pittsburgh-area nonprofit nursing home, concluding a multi-year litigation. See In re […]