Since 1968, Louisiana law has recognized nonprofit corporations as a distinct business entity, providing organizations with a structured legal framework to pursue charitable, religious, educational, and other nonprofit purposes while benefiting from important legal and financial advantages. In 2015, Louisiana enacted the current Louisiana Nonprofit Corporation Act (the “Louisiana Nonprofit Act”),[1] which
In M&A transactions, the seller makes representations and warranties to the buyer regarding the business being sold, its ownership, assets, operations, and liabilities. The seller typically indemnifies the buyer from losses incurred post-closing resulting from inaccuracies in those representations and warranties. This contractual structure is used by the parties to allocate certain known and unknown
As a business owner, one of the most important decisions of your business career is the decision to sell your business, and once you make the decision to sell, it can be a long and complicated process. To maximize the value of your business and to minimize obstacles and delays in getting to closing, you
Louisiana business owners often form corporations and LLCs in Louisiana with the assumption that they cannot, as owners of these companies, be held personally liable for any debts or liabilities related to these companies or their operations. Although Louisiana law provides a general rule of non-liability for these business owners, there is no absolute protection
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
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
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
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
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
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