Ringing in the new year in 2016 brought with it the application of the Utah Revised Uniform Limited Liability Company Act, Utah Code Ann. §§ 48-3a-101 et seq. (“New Act”) to Utah limited liability companies (“LLCs”) organized prior to 2014. Prior to January 1, 2016, the New Act applied only to LLCs formed on or after January 1, 2014 or existing LLCs (i.e., those formed before January 1, 2014) which affirmatively opted to become subject to the New Act. All LLCs organized in Utah are now subject to the New Act.
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Ringing in the new year in 2014 brought with it the Utah Revised Uniform Limited Liability Company Act, Utah Code Ann. §§ 48-3a-101 et seq. (“New Act”). The New Act introduces changes to the law governing Utah limited liability companies (“LLCs”) and applies to all LLCs formed on or after January 1, 2014. Existing LLCs (i.e., those formed on or before December 31, 2013) will become subject to the New Act on January 1, 2016, unless the LLC opts to become subject to the New Act earlier.
On Wednesday, July 10, the Securities and Exchange Commission will consider adopting amendments to its rules governing private placements of securities. Section 201(a) of the JOBS Act directed the Commission to act by July 2012 to liberalize restrictions on publicity in private placements, but controversy surrounding the Commission's August 2012 proposal resulted in a delay. The amendments will likely eliminate (a) the prohibition on general solicitation and general advertising for private placements to accredited investors under Rule 506 and (b) the prohibition on offers to non-qualified institutional buyers in private placements under Rule 144A.
(Utah’s Law on First Breach)
If you have a contract with someone, and that other party refuses to perform under the contract, do you still have to honor that contract? Under Utah law (and the law of many other states), the answer is that you do not have to honor that contract if the breach by the other party is “material.”
Ten of the Most Common Legal Pitfalls for Software Licensees/Customers in Software License and Service Agreements
Preplanting Supply Management
Some have questioned whether the wording of Capper-Volstead -- “preparing for market” -- covers growing or producing the right variety and the right amount for the market, or whether the absence of the wording “supply management” prohibits the cooperative from helping its members to grow or produce the right varieties and the right amount in the process of “preparing for market.”
Vertical Integration of Farmers
Another argument with which I disagree is that farmers that have vertically integrated into processing should for that reason be ineligible for membership in an agricultural cooperative that claims C-V antitrust immunity. The eligibility of integrated farmers for membership in cooperatives is being raised in pending litigation, but it is difficult to ascertain the legal basis for a distinction between an integrated farmer and other farmers.
The Capper-Volstead Act, 42 Stat. 388 (7 U.SC. §291) (“C-V” or “Capper-Volstead”) was passed in 1922. Some 90 years later farmers and their cooperatives continue to rely on the limited antitrust protection provided by C-V and other Acts passed around that time. The pertinent wording of C-V is as follows:
With implementation of insurance exchanges and the employer mandate to provide health insurance or be subject to penalties only months away, Senator Max Baucus, Chairman of the Senate Finance Committee and strong supporter of the health care reform legislation, was quoted on April 17 as saying that he fears people do not understand how the law will work. “I just see a huge train wreck coming down.” Of particular note, Baucus stated “Small businesses have no idea what to do, what to expect.” Hopefully, this article will give employers, especially small business owners, a better idea of what to expect.
As business owners or managers, you are surely more focused on the day to day realities of managing your business than on what may sometimes seem like the ivory-tower minutia of business law. That is certainly understandable. A little education and awareness about certain business law formalities, however, can save business owners or managers considerable time, headache, and potential expense down the road.
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