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Showing 3 posts from 2016.

Supreme Court Upholds Strict Diversity of Citizenship of Non-Corporate Entities for Diversity Jurisdiction

In a unanimous decision on March 7, 2016, the United States Supreme Court affirmed its longstanding principle that unincorporated entities cannot claim diversity jurisdiction for federal court purposes. This case highlights the striking differences between corporations and other entities, and provides a roadmap for how major unincorporated entities are viewed by the federal court system. More >

Congress Moves to Expand Definition of “Accredited Investor” Under Regulation D

In an era where Congress and the Securities and Exchange Commission (“SEC”) have been working to break down barriers to investment and equity development, it only makes sense a new bill currently wending its way through the legislative process would expand the definition of an “accredited investor.” H.R. 2187, The Fair Investment Opportunities for Professional Experts Act (“the Act”), passed the United States House of Representatives by a vote of 347 to 8 in February and now resides in the Senate. This effort would widen the pool of investors for private placements under Section 501(a) of Regulation D[1] by including those with experience and education in addition to those with a requisite net worth or salary.


[1] 17 C.F.R. § 230.500 et seq. More >

When Should I Choose to Form a C Corporation Instead of An LLC?

Arguably, one of the most important decisions that will affect the ultimate success of a business, whatever its size, is the decision of how to incorporate that business. There is a fairly wide range of choices to choose from, from sole proprietorships on up to regular C corporations. A business entity that has seen a meteoric rise in usage in the past few decades is the Limited Liability Company (“LLC”), and for good reason – LLCs come with a host of advantageous characteristics that combine some of the best traits of several options available to business entities. LLCs combine limited liability for members with the flexibility to choose how they’re taxed, such as flow-through taxation akin to partnerships (e.g., no taxation at the entity level, as with regular C corporations). With the rise in the popularity of LLCs, however, it’s helpful to know when there are advantages to choosing the venerable C corporation form over the upstart LLC. More >

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