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- Navigating the Corporate Transparency Act: Organizational Documents Best Practices An estimated 32 million companies are now facing new compliance obligations due to the Corporate Transparency Act ("CTA"), which aims to enhance transparency in corporate ownership and curb money laundering, terrorism financing and other financial crimes. The CTA, which took effect on January 1, 2024, represents a significant shift in the ownership information reporting obligations... Continue Reading...
- My People, My Property, My Problem: Knock-for-Knock Indemnity Explained Contracting parties use contractual indemnity provisions to customize risk allocation. Indemnification clauses vary widely and are typically heavily negotiated; however, if the events and related damages covered under the indemnity are appropriate in nature and scope, parties can manage risk expectations and avoid disputes. In order to select the appropriate indemnification scheme for any contract... Continue Reading...
- Corporate Transparency Act Ruled Unconstitutional – What's Next? Last month, a federal district court in Alabama ruled that the Corporate Transparency Act ("CTA") is unconstitutional.[1] The CTA, which took effect on January 1, 2024, requires an estimated 32 million entities to report personal information about their beneficial owners to the U.S. Treasury Department's Financial Crimes Enforcement Network (FinCEN). The CTA aims to assist... Continue Reading...
- Dangers of Dissolving Your LLC Business via Short Form Affidavit A business owner in Louisiana who wishes to dissolve his or her non-operating LLC may run across information demonstrating how to dissolve the LLC with the Louisiana Secretary of State using an affidavit provided by the Secretary of State. Although this can be a valid method of dissolving an LLC, business owners should beware that... Continue Reading...
- How Your Company Can Prepare for the Corporate Transparency Act With the Corporate Transparency Act (CTA) set to take effect on January 1, 2024, an estimated 32 million entities will soon be required to report personal information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department. While the law is aimed at curbing money laundering, terrorist... Continue Reading...
- Top 10 LLC Operating Agreement Considerations An Operating Agreement is an agreement among the members of a limited liability company that defines the LLC's management structure and governs the operation of the LLC, including the members' contractual rights, obligations, and restrictions relating to their membership interests in the LLC. An LLC with only one member may use a simple short-form Operating... Continue Reading...
- The ADA in Cyberspace – Are Websites Places of Public Accommodation? ADA Background In 1990, Congress passed the Americans with Disabilities Act ("ADA or Act").[1] The purpose of the Act is to provide protection and certain rights for Americans with disabilities. One of Congress' goals was to ensure that people with disabilities are able to fully participate in all aspects of society.[2] Title III of the... Continue Reading...
- Louisiana Legislature Provides Clarity on the Effects of the Death of a Member in a Single-Member LLC Earlier this year, Governor John Bel Edwards signed into law House Bill No. 515, amending La. R.S. 12:1333 and enacting the new La. R.S. 12:1333.1 of the Louisiana Limited Liability Company Law (the "LLC Law"), which became effective on August 1, 2022. This legislation represents meaningful changes to the nature of membership interests in Louisiana... Continue Reading...
- Carrots, Sticks Abound in Inflation Reduction Act For traditional manufacturers, the Inflation Reduction Act of 2022 (IRA) offers a mixed bag of carrots and sticks to support its green energy goals. Signed by President Biden on Aug. 16, 2022, the bill includes numerous tax credits and other incentives promoting clean energy investment. One of the IRA's stated purposes is to incentivize and... Continue Reading...
- Are there any hazards in Louisiana that are "open and obvious" in the eyes of Louisiana Courts? A must read for any business owner regarding their premises. In trip and fall litigation, the validity of a plaintiff's claim often turns on whether the condition allegedly causing the fall is a so-called "open and obvious" risk of harm. That is, a risk of harm that is so obvious and discoverable that a reasonable person would have avoided the hazard, and ultimately, the injury.[1]... Continue Reading...