Aug 9, 2018
If you’re thinking of starting a business in Oregon but aren’t quite sure where to begin or what you will need to do to establish a business entity such as a corporation and to then prepare that entity for business, you should check out the video series on the Oregon Secretary of State’s website.
Accompanying the videos is an “Xpress Business Startup Toolkit” to help you better navigate the process.
Even if you’re already … Read more
Jun 16, 2015
According to baseball legend Yogi Berra, “If you don’t know where you are going, you will probably end up somewhere else.” Yogi’s one liners often make me laugh, but they also make me think. His quip reminds me of the importance of having a plan when engaging in any endeavor that will impact our personal situations beyond the immediate here and now. That includes the process of estate planning. Now, I will grant you that … Read more
May 20, 2015
Directors, shareholders, their counterparts in other business entities, and their attorneys routinely ignore the statutory conditions and restrictions on distributions to shareholders and other equity holders. The subject was discussed at the most basic level in a prior blog post here. A recent Washington appellate decision demonstrates how costly disregard for those restrictions can be.
As noted in the prior blog post, state law often limits the amounts a corporation or other business entity … Read more
Feb 12, 2014
It’s often entertaining to watch kids rationalize their way to preordained conclusions. When a court tries to reason its way to the outcome it wants, the sight is at best merely painful and more often embarrassing. The Oregon Supreme Court’s opinion in Blachana, LLC v. Bureau of Labor and Industries, 354 Or 676 (2014) is an illustration of such result driven reasoning that’s not only painful and embarrassing but, unfortunately, wrong and unfair as well.… Read more
Mar 20, 2013
Limited liability companies were created as a new, more flexible form of business entity which would enable its members to exercise their freedom of contract to the fullest permissible limits. Because they are contractually malleable, the language of the operating agreement organically defining an LLC must be precise and judicious. In Synectic Ventures I, LLC v. EVI Corp., 353 Or. 62 (2012) the Oregon Supreme Court, reversing an earlier decision by the Court of Appeals, … Read more
Aug 23, 2012
When I meet with clients for the first time they usually tell me they want to set up an LLC so that they cannot be sued personally for the company’s business. However, limited liability does not mean absolute liability. Members of limited liability companies can be liable for company debts, obligations, and liabilities for a number of reasons.
As a general rule members of a limited liability company are not personally liable for the debts, … Read more
May 22, 2012
Our very own Kevin J. Tillson is scheduled be a speaker at a CLE entitled “LLCs: From Formation to Special Uses“. The CLE is scheduled to take place on Tuesday June 26, 2012 all day beginning at 8:30 AM at the Red Lion Hotel & Convention Center which is located at 1021 NE Grand Avenue in Portland, Oregon. He will be specifically discussing the impact of state law on LLCs. Sign up for … Read more
Mar 12, 2012
What happens when a corporation can’t respond to proper discovery requests in civil litigation because its officers or directors refuse to provide the corporation with the information necessary to respond to those requests under a claim of personal privilege unavailable to the corporation? Are the legal consequences to such a corporation softened if the corporation is publicly funded and the assertions of personal privilege on Fifth Amendment grounds by its directors “politically sensitive”?… Read more
Oct 25, 2011
Acquisition International has published an article entitled “McCoy Sales Corporation and Fluid Connector Products Merge to Form Motion & Flow Control Products” in which we are featured. Read the full article here.… Read more
Aug 30, 2011
Sooner or later, willingly or unwillingly, deliberately or unconsciously, a small business owner decides how they’ll leave their business. Whether they’re carried feet first out the door at death; they sell; they transfer the business to the next generation; or they take some other path out the door: the day will come when each owner makes their final exit from their business.… Read more