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Delaware LLC Member Buyout Options: Shotgun, Baseball, Drag-Along, Tag-Along, Rochambeau, Coin Flip

By IncNow October 5, 2018
baseball buyout

Keep your Delaware LLC from sinking prematurely as a result of member business divorce. Plan ahead for inevitable partnership disputes by drafting membership prenuptial provisions from the outset. In this article we teach you the vernacular of LLC member buyout options, such as “Baseball” versus “Shotgun”, “Tag-Along” versus “Drag-Along”, and “Rights of First Refusals” versus “Rights of First Offers”. These are ways […]

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What is the difference between an LLC and a Corporation from an organizational perspective (non-tax)?

By IncNow August 1, 2016
asset protection

Unlike a Delaware corporation, a Delaware limited liability company (“LLC”), is characterized by the following “built in” attributes often not found in the documents, older rules and stricter formalities that apply to corporations. Of utmost importance to the Delaware LLC’s desirability is the freedom of contract for its members in arranging the organizational structure of […]

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Delaware LLC Operating Agreement Pre-Flight Checklist

By IncNow June 25, 2015

Delaware Courts will enforce your Delaware LLC Operating Agreement as written. It’s important to document the essential business understanding from the outset. Anyone starting an LLC in Delaware should have a written Delaware LLC Operating Agreement detailing the management and ownership structure. An LLC Agreement is required in Delaware and although the verbal agreement is legal, […]

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Delaware LLC Charging Order is Not Just Exclusive Remedy, Also “Sole” Remedy

By John Williams August 5, 2013

A new Delaware law confirms that the charging order is the sole and exclusive remedy for judgment creditors. This means that other remedies, such as attaching, garnishing, and foreclosing on the interest are not permitted under Delaware law. Charging orders mean that a debtor’s interest can only be assigned to a judgment creditor, giving only […]

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2012 LLC Institute: practical aspects of charging orders

By John Williams October 18, 2012

 Potomac Boathouse John Williams is attending a 2-day conference in Washington, D.C. called the LLC Institute. Jay Adkisson is now presenting on charging orders. His position is they should not exist. They are a historical bastard. Creditors don’t use this usually. They use alter ego or something else. There is no uniformity between states on […]

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