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Thursday, April 2, 2015
Key Legal Documents for Startups and Entrepreneurs
Earlier this week I went to a really useful workshop conducted by the Venture Law Project and David Salmon entitled "Key Legal Docs Every Entrepreneur Needs." I decided to attend because I wanted to make sure that I'm on target with what I am teaching in Business Associations, and because I am on the pro bono list to assist small businesses. I am sure that the entrepreneurs learned quite a bit because I surely did, especially from the questions that the audience members asked. My best moment, though was when a speaker asked who knew the term "right of first refusal" and the only two people who raised their hands were yours truly and my former law student, who turned to me and gave me the thumbs up.
Their list of the "key" documents is below:
1) Operating Agreement (for an LLC)- the checklist included identity, economics, capital structure, management, transfer restrictions, consent for approval of amendments, and miscellaneous.
2) NDA- Salmon advised that asking for an NDA was often considered a "rookie mistake" and that venture capitalists will often refuse to sign them. I have heard this from a number of legal advisors over the past few years, and Ycombinator specifically says they won't sign one.
3) Term Sheets- the seminar used an example for a Series AA Preferred Stock Financing, which addressed capitalization, proposed private placement, etc.
4) Independent Contractor Agreement- the seminar creators also provided an IRS checklist.
5) Consulting Agreement- this and some other documents came from Orrick's start-up forms page and ycombinator. FYI, Cooley Goddard also has some forms and guidance.
6) Employment Agreement- as a former employment lawyer, I would likely make a lot of tweaks to the document, and vey few people have employment contracts in any event. But it did have good information about equity grants.
7) Convertible Promissory Note Purchase Agreement- here's where the audience members probably all said, "I need an attorney" and can't do this from some online form generator or service like Legal Zoom or Rocket Lawyer.
8) Stock Purchase Agreement- the sample dealt with Series AA preferred stock.
9) IRS 83(b) form- for those who worry that they may have to pay taxes on "phantom income" if the value of their stock rises.
10) A detailed checklist dealing with basic incorporation, personnel/employee matters, intellectual property, and tax/finance/administration with a list of whether the responsible party should be the founders, attorney, officers, insurance agent, accountant, or other outside personnel.
What's missing in your view? The speakers warned repeatedly that business people should not cut and paste from these forms, but we know that many will. So my final question- how do we train future lawyers so that these form generators and workshops don't make attorneys obsolete to potential business clients?
April 2, 2015 in Business Associations, Corporate Finance, Corporations, Entrepreneurship, Law School, LLCs, M&A, Marcia Narine, Teaching, Unincorporated Entities | Permalink | Comments (4)
Thursday, February 12, 2015
"We Just Can't Get Enough of Business Associations"
My seventy business associations students work in law firms on group projects. Law students, unlike business students, don't particularly like group work at first, even though it requires them to use the skills they will need most as lawyers—the abilities to negotiate, influence, listen, and compromise. Today, as they were doing their group work on buy-sell agreements for an LLC, I started drafting today's blog post in which I intended to comment on co-blogger Joan Heminway's post earlier this week about our presentation at Emory on teaching transactional law.
While I was drafting the post, I saw, ironically, an article featuring Professor Michelle Harner, the author of the very exercise that my students were working on. The article discussed various law school programs that were attempting to instill business skills in today's law students. Most of the schools were training "practice ready" lawyers for big law firms and corporations. I have a different goal. My students will be like most US law school graduates and will work in firms of ten lawyers or less. If they do transactional work, it will likely be for small businesses. Accordingly, despite my BigLaw and in-house background, I try to focus a lot of the class discussion and group work on what they will see in their real world.
I realized midway through the time allotted in today's class that the students were spending so much time parsing through the Delaware LLC statute and arguing about proposed changes to the operating agreement in the exercise that they would never finish in time. I announced to the class that they could leave 10 minutes early because they would need to spend at least another hour over the next day finishing their work. Instead most of the class stayed well past the end of class time arguing about provisions, thinking about negotiation tactics with the various members of the LLC, and figuring out which rules were mandatory and which were default. When I told them that they actually needed to vacate the room so another class could enter, a student said, "we just can't get enough of business associations." While this comment was meant to be a joke, I couldn't help but be gratified by the passion that the students displayed while doing this in-class project. I have always believed that students learn best by doing something related to the statutes rather than reading the dry words crafted by legislators. My civil procedure students have told me that they feel "advanced" now that they have drafted complaints, answers, and client memos about Rule 15 amendments.
I am certainly no expert on how to engage law students, but I do recommend reading the article that Joan posted, and indeed the whole journal (15 Transactions: Tenn. J. Bus. L. 547 (2014). Finally, please share any ideas you have on keeping students interested in the classroom and prepared for the clients that await them.
February 12, 2015 in Business Associations, Business School, Conferences, Corporations, Delaware, Joan Heminway, Law School, LLCs, Marcia Narine, Negotiation, Teaching, Unincorporated Entities | Permalink | Comments (1)
Wednesday, February 4, 2015
I am a list maker. I make daily to do lists, grocery lists, research plans, workout schedules (that quickly get jettisoned) and complicated child care matrices necessary in two-career families. How else am I supposed to remember and keep on my radar all of the things that I am supposed to be doing now, or doing when I have time, or things that I can't forget to do in the future? One area where I feel deficient is in planning my conference travel/attendance. It always feels either a little ad hoc (ohh I got an invitation and I never say no to those!) or a little out habit (once you have presented at a conference it is easier to be asked to participate in future panels). Rarely does it feel like a part of an intentional plan for the year where I set out to prioritize conference A or break into conference B.
Realizing that this year there are 3 corporate law events within 10 days of each other is seriously making me reconsider my approach. I need a conference list-- a way to plan for the coming year, prioritize opportunities and frankly, schedule grandparent visits (read: child care) when I need to travel for more than a night or two.
Below is my running list of annual or nearly annual events, but I know that I am missing big pieces of the conference puzzle. Please contribute in the comments so we can create a list of some standard corporate law events (great for new teachers, great for those looking to expand their research circles, etc.). Updated to reflect suggestions in comments & put in approximate order of timing.
- AALS Annual (and Mid-year) Meeting (January; call for papers and/or invited participation spring & summer)
- Society for the Advancement of Behavioral Economics "SABE" (January; call for papers summer/fall)
- C-LEAF Junior Faculty Workshop (Feb. 27-28, 2015, a call for papers in the summer)
- Law and Entrepreneurship Retreat (UGA, March 21, 2015, a call for papers was released late 2014)
- Tulane Corporate Law Institute (March 2015 workshop; paid attendance & invited participation)
- Institute of Law & Economic Policy (ILEP) symposium (in April, by invitation)
- Annual Transactional Clinical Conference (occurs annually; April 24, 2015; call for paper circulated fall 2014)
- Law and Society Association "LSA" (late May 2015; calls for papers & coordinated panel submissions and round tables Fall 2014)
- National Business Law Scholars ( June 2015; call for papers available Dec. 2014)
- Berle Center Symposium at Seattle University (schedule varies; invited papers & attendance)
- Emory Teaching Transactional Law & Skills Conference (every 2 years usually in summer; call for papers announced)
- American Law & Economics Association (May 15, 2015; call for papers late fall terminated January 2015)
- Southeastern Association of Law Schools "SEALS" (July/August 2015; call for papers in the fall & coordinated panel submissions; papers due in spring)
- Midwestern Law and Economics Association "MLEA" (usually in the fall; call for papers late summer)
- Canadian Law and Economics Association Annual Meeting (Toronto, Fall 2015, a call for papers in the spring)
- ABA LLC Institute (usually October conference; workshop attendance & invited participation)
- Conference on Empirical Legal Studies (Wash U, October 30-31, 2015, a call for papers in the late spring)
- Corporate and Securities Litigation Workshop (Boston University, early November, expect a call for papers in the spring)
- Henry G. Manne Programs at George Mason ( programs occur throughout the year; workshop attendance)
- Various Harvard Law Corporate Governance Round Tables (programs occur throughout the year; invited attendance/ participation)
-Anne Tucker
February 4, 2015 in Anne Tucker, Business Associations, Call for Papers, Conferences, Law and Economics, Securities Regulation, Teaching, Unincorporated Entities | Permalink | Comments (6)
Wednesday, January 7, 2015
BA/Corporations -- New Media Teaching Resources
I had very limited time at AALS this year (unfortunately) but I still walked away with some great ideas (and a chance to say hello to a few, but not enough, friendly faces). I am borrowing from many ideas shared in the panel cited below, as well as a few of my own. As many of you prepare to teach BA/Corporations for the spring (or making notes on how to do it next time), here are a few fun new resources to help illustrate common concepts:
- HBO's The Newsroom. A hostile takeover, negotiations with a white knight-- all sorts of corporate drama unfolded on HBO's Season 3 of The Newsroom. I couldn't find clips on youtube, but episode recaps (like this) are available and provide a good reference point/story line/hypo/exam problem for class.
- Related, for those of you who teach or encourage the use of Bloomberg services, the Bloomberg terminal was even featured prominently in the season.
- This American Life-- Wake Up Now Act 2 (Dec. 26, 2014). This brief radio segment/podcast tells the story of two investors trying to reduce the pay of a company CEO. The segment discusses board of director elections, board duties, board functions and set up some large questions about whether or not shareholders are the owners of the corporation and their profit maximization is the ultimate goal for a company. This could be followed with Lynn Stout's 2012 NYT Dealbook article proposing the opposite view.
- HBO's Silicon Valley. For all things tech, start up, entrepreneurship and basic corporate formation, clips (you will want to find something without all of the swears, I suspect) and episode recaps from this popular show illustrate concepts and connect with students. Again, great for discussion, hypos, and exam fact patterns.
- The Shark Tank!. I have to thank Christyne Vachon at UD for this idea. There are tons of clips on youtube and most offer the opportunity to talk about investors bringing different things to the table, how to apportion control, etc. Here is an episode involving patent issues. I think that I am going to open my experiential Unincorporated/Drafting class with a Shark Tank clip on Monday.
- Start Up Podcasts. These 30-minute episodes cover a wide range of topics. Here is one podcast on how to value a small business. At a minimum, I will post some of these to my course website this spring. (Thank you Andrew Haile at Elon for this recommendation.).
- Planet Money. The podcasts are a great resource, but what I love is the Planet Money Twitter page because it is a great way to digest daily news, current events and topical developments that may be incorporated into your class.
- Wall Street Journal--TWEETS. (that felt like an oxymoron to write). Aside from the obvious, I find the Twitter feed to be the most useful way to use/monitor the WSJ. I will admit it, I don't "read" it every day, but this is my proxy.
Special thanks to the participants in the Agency, Partnership & the Law's panel on Bringing Numbers into Basic and Advanced Business Associations Courses: How and Why to Teach Accounting, Finance, and Tax
Moderator: Jeffrey M. Lipshaw, Suffolk University Law School
Lawrence A. Cunningham, The George Washington University Law School
Andrew J. Haile, Elon University School of Law
Usha R. Rodrigues, University of Georgia School of Law
Christyne Vachon, University of North Dakota School of Law
Eric C. Chaffee, University of Toledo College of Law
Franklin A. Gevurtz, University of the Pacific, McGeorge School of Law
And Happy New Year BLPB Readers!
January 7, 2015 in Anne Tucker, Business Associations, Corporations, Current Affairs, Entrepreneurship, LLCs, M&A, Unincorporated Entities | Permalink | Comments (3)
Tuesday, December 30, 2014
Courts and the LLC, End of the Year Edition
I continue to document how courts (and lawyers) continue to conflate (and thus confuse) LLCs and corporations, so I did a quick look at some recent cases to see if anything of interest was recently filed. Sure enough, there are more than few references to "limited liability corporations" (when the court meant "limited liability companies." That's annoying, but not especially interesting at this point.
One case did grab my eye, though, because because of the way the court lays out and resolves the plaintiffs' claim. The case is McKee v. Whitman & Meyers, LLC, 13-CV-793-JTC, 2014 WL 7272748 (W.D.N.Y. Dec. 18, 2014). In McKee, theplaintiff filed a complaint claiming several violations of the Fair Debt Collection Practices Act against defendants Whitman & Meyers, LLC and Joseph M. Goho, who failed to appear and defend this action, leading to a default judgment. After the default judgment was entered, defense counsel finally responded.
This case has all sorts of good lessons. Lesson 1: don't forget that all named parties matter. Get this:
Defense counsel admits that he was under the mistaken assumption that default was to be taken against the corporate entity only. See Item 17. However, default was entered as to both the corporate and individual defendants on July 3, 2014 (Item 9). Defense counsel did not move to vacate the default and in fact did not respond in any way until the default judgment was entered on September 17, 2014. Item 12. Even then, the defense motion was framed as one for an extension of time in which to file an answer (Item 14), rather than a motion to vacate the default or default judgment. Inexplicably, in his papers, defense counsel states that a default judgment has not been entered. See Item 17. Since good cause is to be construed generously and doubts resolved in favor of the defaulting party, see Enron Oil Corp., 10 F.3d at 96, the court will accept the explanation of defense counsel as evidence of a careless lack of attention to procedural detail rather than an egregious and willful default on the part of defendant Goho [the individual and apparent owner of the LLC].
December 30, 2014 in Business Associations, Corporations, Haskell Murray, Joshua P. Fershee, LLCs, Unincorporated Entities | Permalink | Comments (2)
Thursday, November 13, 2014
What do lawyers and judges need to know about LLCs?
1) Difference between LLCs, corporations and partnerships
2) Del. and ULLCA coverage of fiduciary duties, and especially the issue of contractual waiver and default
19) No right to distributions, and no right to vote for distributions if manager-managed
20) No right to salary or employment
21) Taxable liability for LLC membership
22) Exit rights—voluntary withdrawals vs. restricted withdrawals, and whether or not that comes with the ability to force the return of an investment or a new status as a creditor of the LLC
23) Liability for improper distributions
24) Veil piercing, particularly given the lack of corporate formalities
I would love some feedback from practitioners as well. What do law students and practicing lawyers need to know about LLCs? What's missing from this list? What should I get rid of? Please feel free to comment below or to email your thoughts to firstname.lastname@example.com.
November 13, 2014 in Business Associations, C. Steven Bradford, Corporate Personality, Corporations, Delaware, Law School, LLCs, Marcia Narine, Partnership, Teaching, Unincorporated Entities | Permalink | Comments (1)
Monday, October 27, 2014
Wrestling with Securities Regulation Policy and Morrison
On Friday, I participated in the 2014 Workshop for Corporate & Securities Litigation sponsored by the University of Richmond School of Law and the University of Illinois College of Law and held on the University of Richmond's campus. Thanks to Jessica Erickson and Verity Winship for hosting an amazing group of scholars presenting impressive, interesting papers. I attended the workshop to test an idea for a paper tentatively entitled: "Policy and International Securities Fraud Actions: A Matter of Investor and (or) Market Protection?"
The paper would address an important issue in U.S. federal securities law: the extraterritorial reach of the general anti-fraud protections in Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 adopted by the U.S. Securities and Exchange Commission under Section 10(b). In a world where securities transactions often cross borders—sometimes in non-transparent ways—securities regulators, issuers, investors, and intermediaries, as well as legal counsel and the judiciary, all need clarity on this matter in order to plan and engage in transactions, advocacy, and dispute resolution. Until four years ago, the rules in this area (fashioned more as a matter of jurisdiction than extraterritorial reach) were clear, but their use often generated unpredictable results.
In Morrison v. Nat'l Austl. Bank Ltd., 130 S. Ct. 2869 (2010), the U.S. Supreme Court held that "Section 10(b) reaches the use of a manipulative or deceptive device or contrivance only in connection with the purchase or sale of a security listed on an American stock exchange, and the purchase or sale of any other security in the United States." This was a non-obvious analytical result (at least to me) that has generated significant criticism, debate, and discussion. The Court's struggle—and that of those who disagree with the holding or the Court's reasoning or both—has been to determine the purpose(s) of Section 10(b) as a federal securities law liability statute and assess the extraterritorial reach of Section 10(b) in light of that purpose or those purposes. This project extends my earlier work (originally written for and published as part of a French colloquium in 2012) and involves the engagement of a deep analysis of long-standing, albeit imperfectly articulated, federal securities regulation policy in the context of cross-border fraud and misstatement liability.
This will be a big undertaking, if I commit to a comprehensive approach. I got a lot of good feedback on my overall concept for the project--enough that I am rethinking the project in significant ways. One possible idea is to approach the underlying general policy articulation first, as a separate project, before undertaking the formidable task of rationalizing that policy at the intersection of the academic literature on class action litigation, Section 10(b) and Rule 10b-5, and cross-border markets and cross-listings. The two-stage approach has significant appeal to me. I start from the notion that investor protection and the maintenance of market integrity under federal securities regulation both serve the foundational goal of promoting capital formation. But that is contestable . . . .
What are your thoughts regarding the most coherent articulation of the policies underlying Section 10(b) and Rule 10b-5 multinational securities regulation and the appropriateness of the Morrison test for extraterritoriality in light of that articulation?
October 27, 2014 in Financial Markets, International Business, Joan Heminway, Securities Regulation, Unincorporated Entities | Permalink | Comments (0)
Monday, September 29, 2014
More on LLCs as Non-Signatories of Operating Agreements . . .
In recent blog posts, two of my favorite bloggers, Keith Paul Bishop and Steve Bainbridge, have highlighted for our attention Delaware and California statutes providing (differently in each case) that an LLC and, at least in Delaware, its managers and members, are bound by the LLC's operating agreement even if they do not sign that agreement. Bishop notes in his post that the California "RULLCA creates an odd situation in which LLCs are bound by contracts that they did not execute and to which they seemingly are not parties." In his post Bainbridge cites to the Bishop post and another post by Francis Pileggi. Certainly, they all have a point. For students of contract law, the conclusion that a non-party is bound by a contract does not seem to be an obvious result . . . .
The flap in the blogosphere has its genesis in a recent Delaware Chancery Court decision, Seaport Village Ltd. v. Seaport Village Operating Company, LLC, et al. C.A. No. 8841-VCL. The limited liability company defendant in that case raised as its only defense that it was not a party to the limited liability company agreement and therefore was not bound. Unsurprisingly in light of applicable Delaware law, Chancellor Laster found the defense wanting as a matter of law.
This issue has more history than my brother bloggers point out, some of which is included in the brief Seaport Village opinion. I probably don't have all the details, but set forth below is some additional background information that may be useful in thinking about the binding nature of LLC operating agreements. Others may care to fill in any missing information by leaving comments to this post.
September 29, 2014 in Business Associations, Current Affairs, Delaware, Joan Heminway, LLCs, Unincorporated Entities | Permalink | Comments (2)
Sunday, September 14, 2014
Hobby Lobby Redux: 7 Corporate Law/Theory Quotes
This coming Tuesday, I am scheduled to provide a brief overview of the corporate law/theory aspects of Hobby Lobby as part of the University of Akron's Supreme Court Roundup. What follows are the seven key quotes from the opinion that I plan to focus on (time permitting) in order to highlight what I see as the key relevant issues raised by the opinion. Comments are appreciated.
Issue 1: Did corporate theory play a role in Hobby Lobby?
While I believe the majority made a pitch for applying a pragmatic, anti-theoretical approach ("When rights, whether constitutional or statutory, are extended to corporations, the purpose is to protect the rights of … people." Burwell v. Hobby Lobby Stores, Inc., 134 S. Ct. 2751, 2768 (2014)), the following quote strikes me as conveying an underlying aggregate view of corporations:
In holding that Conestoga, as a "secular, for-profit corporation," lacks RFRA protection, the Third Circuit wrote as follows: "General business corporations do not, separate and apart from the actions or belief systems of their individual owners or employees, exercise religion. They do not pray, worship, observe sacraments or take other religiously-motivated actions separate and apart from the intention and direction of their individual actors." 724 F.3d, at 385 (emphasis added). All of this is true—but quite beside the point. Corporations, "separate and apart from" the human beings who own, run, and are employed by them, cannot do anything at all.
134 S. Ct. at 2768.
September 14, 2014 in Business Associations, Constitutional Law, Corporate Governance, Corporate Personality, Corporations, Current Affairs, Religion, Social Enterprise, Stefan J. Padfield, Unincorporated Entities | Permalink | Comments (2)
Friday, September 12, 2014
Delaware Judges and Law Review Articles
In 2007, J. W. Verret (George Mason) and then Chief Justice Myron Steele authored an article entitled Delaware's Guidance: Ensuring Equity for the Modern Witenagemot, which discussed "some of the extrajudicial activities in which members of the Delaware judiciary engage to minimize the systemic indeterminacy resulting from the resolution of economic disputes by a court of equity."
One of these extrajudicial activities is authoring or co-authoring law review articles. In this post, I am not going to weigh in on whether Delaware judges should be authoring law review articles, but rather, I simply note that there are two recent law review articles and one recent book chapter by Delaware judges that warrant our attention.
Vice Chancellor Travis Laster - Evidence-Based Corporate Law.
John Maynard Keynes is said to have observed, "When the facts change, I change my mind. What do you do, sir?" In Delaware's Choice, Professor Subramanian argues that the facts underlying the constitutionality of Section 203 have changed. Assuming his facts are correct, and the Professor says that no one has challenged his account to date, then they have implications for more than Section 203. They potentially extend to Delaware's jurisprudence regarding a board's ability to maintain a stockholder rights plan, which becomes a preclusive defense if a bidder cannot wage a proxy contest for control of the target board with a realistic possibility of success. Professor Subramanian's facts may call for rethinking not only the constitutionality of Section 203, but also the extent of a board's ability to maintain a rights plan.
Chief Justice Leo E. Strine, Jr. and Nicholas Walter (Yale), Conservative Collision Course?: The Tension between Conservative Corporate Law Theory and Citizens United.
One important aspect of Citizens United has been overlooked: the tension between the conservative majority's view of for-profit corporations, and the theory of for-profit corporations embraced by conservative thinkers. This article explores the tension between these conservative schools of thought and shows that Citizens United may unwittingly strengthen the arguments of conservative corporate theory's principal rival.
Citizens United posits that stockholders of for-profit corporations can constrain corporate political spending and that corporations can legitimately engage in political spending. Conservative corporate theory is premised on the contrary assumptions that stockholders are poorly-positioned to monitor corporate managers for even their fidelity to a profit maximization principle, and that corporate managers have no legitimate ability to reconcile stockholders' diverse political views. Because stockholders invest in for-profit corporations for financial gain, and not to express political or moral values, conservative corporate theory argues that corporate managers should focus solely on stockholder wealth maximization and non-stockholder constituencies and society should rely upon government regulation to protect against corporate overreaching. Conservative corporate theory's recognition that corporations lack legitimacy in this area has been strengthened by market developments that Citizens United slighted: that most humans invest in the equity markets through mutual funds under section 401(k) plans, cannot exit these investments as a practical matter, and lack any rational ability to influence how corporations spend in the political process.
Because Citizens United unleashes corporate wealth to influence who gets elected to regulate corporate conduct and because conservative corporate theory holds that such spending may only be motivated by a desire to increase corporate profits, the result is that corporations are likely to engage in political spending solely to elect or defeat candidates who favor industry-friendly regulatory policies, even though human investors have far broader concerns, including a desire to be protected from externalities generated by corporate profit-seeking. Citizens United thus undercuts conservative corporate theory's reliance upon regulation as an answer to corporate externality risk, and strengthens the argument of its rival theory that corporate managers must consider the best interests of employees, consumers, communities, the environment, and society — and not just stockholders — when making business decisions.
Chief Justice Leo E. Strine, Jr. and Vice Chancellor Travis Laster, The Siren Song of Unlimited Contractual Freedom
One frequently cited distinction between alternative entities — such as limited liability companies and limited partnerships — and their corporate counterparts is the greater contractual freedom accorded alternative entities. Consistent with this vision, discussions of alternative entities tend to conjure up images of arms-length bargaining similar to what occurs between sophisticated parties negotiating a commercial agreement, such as a joint venture, with the parties successfully tailoring the contract to the unique features of their relationship.
As judges who collectively have over 20 years of experience deciding disputes involving alternative entities, we use this chapter to surface some questions regarding the extent to which this common understanding of alternative entities is sound. Based on the cases we have decided and our reading of many other cases decided by our judicial colleagues, we do not discern evidence of arms-length bargaining between sponsors and investors in the governing instruments of alternative entities. Furthermore, it seems that when investors try to evaluate contract terms, the expansive contractual freedom authorized by the alternative entity statutes hampers rather than helps. A lack of standardization prevails in the alternative entity arena, imposing material transaction costs on investors with corresponding effects for the cost of capital borne by sponsors, without generating offsetting benefits. Because contractual drafting is a difficult task, it is also not clear that even alternative entity managers are always well served by situational deviations from predictable defaults.
In light of these problems, it seems to us that a sensible set of standard fiduciary defaults might benefit all constituents of alternative entities. In this chapter, we propose a framework that would not threaten the two key benefits that motivated the rise of LPs and LLCs as alternatives to corporations: (i) the elimination of double taxation at the entity level and (ii) the ability to contract out of the corporate opportunity doctrine. For managers, this framework would provide more predictable rules of governance and a more reliable roadmap to fulfilling their duties in conflict-of-interest situations. The result arguably would be both fairer and more efficient than the current patchwork yielded by the unilateral drafting efforts of entity sponsors.
September 12, 2014 in Business Associations, Constitutional Law, Corporate Governance, Haskell Murray, LLCs, Partnership, Unincorporated Entities | Permalink | Comments (0)
Tuesday, August 12, 2014
Kinder Morgan: MLPs, C-Corps & Dividends, Oh My!
Kinder Morgan, a leading U.S. energy company, has proposed consolidating its Master Limited Partnerships (MLPs) under its parent company. If it happens, it would be the second largest energy merger in history (the Exxon and Mobil merger in 1998, estimated to be $110.1 billion in 2014 dollars, is still the top dog).
Motley Fool details the deal this way:
Terms of the deal
The $71 billion deal is composed of $40 billion in Kinder Morgan Inc shares, $4 billion in cash, $27 billion in assumed debt.
Existing shareholders of Kinder Morgan's MLPs will receive the following premiums for their units (based on friday's closing price):
- Kinder Morgan Energy Partners: 12%
- Kinder Morgan Management: 16.5%
- El Paso Pipeline Partners: 15.4%Existing unit holders of Kinder Morgan Energy Partners and El Paso Pipeline Partners are allowed to choose to receive payment in both cash and Kinder Morgan Inc shares or all cash.
The most important man in the American Energy Boom wears brown slacks and a checkered shirt and sits in a modest corner office with unexceptional views of downtown Houston and some forgettable art on the wall. You would expect to at least see a big map showing pipelines stretching from coast to coast. Nope. "We don't have sports tickets, we don't have corporate jets," growls Richard Kinder, 68, CEO of Kinder Morgan, America's third-largest energy firm. "We don't have stadiums named after us."
August 12, 2014 in Business Associations, Corporate Finance, Corporate Governance, Corporations, Current Affairs, Financial Markets, Joshua P. Fershee, M&A, Partnership, Teaching, Unincorporated Entities | Permalink | Comments (0) | TrackBack (0)
Tuesday, April 15, 2014
AALS Call for Papers--Incorporating Numbers in Business Law Classes
Bringing Numbers into Basic and Advanced Business Associations Courses: How and Why to Teach Accounting, Finance, and Tax
2015 AALS Annual Meeting--Agency, Patnerships, LLCs & Unincorporated Assoc. Section
Washington, DC
Business planners and transactional lawyers know just how much the "number-crunching" disciplines overlap with business law. Even when the law does not require unincorporated business associations and closely held corporations to adopt generally accepted accounting principles, lawyers frequently deal with tax implications in choice of entity, the allocation of ownership interests, and the myriad other planning and dispute resolution circumstances in which accounting comes into play. In practice, unincorporated business association law (as contrasted with corporate law) has tended to be the domain of lawyers with tax and accounting orientation. Yet many law professors still struggle with the reality that their students (and sometimes the professors themselves) are not "numerate" enough to make these important connections. While recognizing the importance of numeracy, the basic course cannot in itself be devoted wholly to primers in accounting, tax, and finance.
The Executive Committee will devote the 2015 annual Section meeting in Washington to the critically important, but much-neglected, topic of effectively incorporating accounting, tax, and finance into courses in the law of business associations. In addition to featuring several invited speakers, we seek speakers (and papers) to address this subject. Within the broad topic, we seek papers dealing with any aspect of incorporating accounting, tax, and finance into the pedagogy of basic or advanced business law courses.
Any full-time faculty member of an AALS member school who has written an unpublished paper, is working on a paper, or who is interested in writing a paper in this area is invited to submit a 1 or 2-page proposal by May 1, 2014. The Executive Committee will review all submissions and select two papers by May 15, 2014. A very polished draft must be submitted by November 1, 2014. The Executive Committee is exploring publication possibilities, but no commitment on that has been made. All submissions and inquiries should be directed to Jeff Lipshaw, Chair (firstname.lastname@example.com)
April 15, 2014 in Business Associations, Corporations, Teaching, Unincorporated Entities | Permalink | Comments (0)
Tuesday, March 25, 2014
Last Minute Hobby Lobby Thoughts & Why Reverse Veil Piercing Isn't the Answer
With oral arguments today in the Hobby Lobby case, I thought I'd pile on a few last thoughts:
(1) As I explained here, entities should be able to take on a racial, religious, or gender identity in discrimination claims. I would add that I feel similarly about sexual orientation, but (though I think it should be) that is still not generally federally protected. To the extent the law otherwise provides a remedy, I'd extend it to the entity.
(2) It is reasonable to inquire, why is discrimination different than religious practice? For me, I just don't think religious exercise by an entity is the same as extending discrimination protection to an entity. There is something about the affirmative exercise of religion that I don't think extends well to an entity. That is, discrimination happens to a person or an entity. Religious practice is an affirmative act that is different. Basically, reification of the entity to the point of religious practice crosses a line that I think is unnecessary and improper because discrimination protection should be sufficient.
As a follow up to that, I also think it's a reasonable question to ask: Why is religion different than speech? To me it is different because entities must speak, but entities don't have to practice religion. The entity needs speech to conduct business. A public entity speaks in its public filings. Speech is not just something an entity could do. It is something it must do. Religion, at the entity level is not necessary.
(3) Reverse piercing is not as good a solution as it might appear. Professor Bainbridge suggests that reverse veil piercing is one way in which the religion of the shareholders could be used to justify extending a religious identity to the Hobby Lobby entity, thus allowing the entity to object to certain provisions of the federal healthcare mandate. His argument is, as usual, reasonable and plausible. Still, as explained above, I don't think this is necessary.
More important, though, I don't like expanding the use of any form of veil piercing. Veil piercing is supposed to be used (at least in my view) solely as a heightened level of fraud protection. It is already used too often and too haphazardly, and further degradation of the line between the entity and others is a dangerous proposition, regardless of the purpose. That is, as people (and courts) get more comfortable with disregarding the entity, they are more likely to disregard the entity. As a general proposition, I think that's a bad outcome. That alone is reason enough for me to hope the Court will pass on reverse veil piercing as a potential remedy.
March 25, 2014 in Agency, Business Associations, Joshua P. Fershee, LLCs, Religion, Unincorporated Entities | Permalink | Comments (0) | TrackBack (0)
Thursday, March 6, 2014
If It's Good Enough For Justice Kennedy....
Some law professors may remember when Justices Roberts and Kennedy opined on the value legal scholarship. Justice Roberts indicated in an interview that law professors spend too much time writing long law review articles about "obscure" topics. Justice Kennedy discussed the value he derives from reading blog posts by professors who write about certs granted and opinions issued. I have no doubt that most law students don't look at law review articles unless they absolutely have to and I know that when I was a practicing lawyer both as outside counsel and as in house counsel, I almost never relied upon them. If I was dealing with a cutting-edge issue, I looked to bar journals, blog posts and case law unless I had to review legislative history.
As a new academic, I enjoy reading law review articles regularly and I read blog posts all the time. I know that outside counsel read blogs too, in part because now they're also blogging and because sometimes counsel will email me to ask about a blog post. I encourage my students to follow bloggers and to learn the skill because one day they may need to blog for their own firms or for their employers.
Blogging provides a number of benefits for me. First, I can get ideas out in minutes rather than months via the student-edited law review process. This allows me to get feedback on works/ideas in progress. Second, it forces me to read other people's scholarship or musings on topics that are outside of my research areas. Third, reading blogs often provides me with current and sophisticated material for my business associations and civil procedure courses. At times I assign posts from bloggers that are debating a hot topic (Hobby Lobby for example). When we discuss the Basic v. Levinson case I can look to the many blog posts discussing the Halliburton case to provide current perspective.
But as I quickly learned, not everyone in the academy is a fan of blogging. Most schools do not count it as scholarship, although some consider it service. Anyone who considers blogging should understand her school's culture. For me the benefits outweigh the detriment. Like Justice Kennedy, I'm a fan of professors who blog. In no particular order, here are the mostly non-law firm blogs I check somewhat regularly (apologies in advance if I left some out):
http://www.theconglomerate.org/ (thanks again for giving me first opportunity to blog a few months into my academic career!)
http://law.wvu.edu/the_business_of_human_rights (currently on a short hiatus)
I would welcome any suggestions of must-reads.
March 6, 2014 in Business Associations, Corporate Governance, Corporations, Current Affairs, Entrepreneurship, M&A, Marcia Narine, Securities Regulation, Social Enterprise, Teaching, Unincorporated Entities, Weblogs | Permalink | Comments (2)
Monday, March 3, 2014
Call for Papers: How and Why to Teach Accounting, Finance, and Tax
Business law has a broad overlap with tax, accounting, and finance. Just how much belongs in a law school course is often a challenge to determine. We all have different comfort levels and views on the issue, but incorporating some level of financial literacy is essential. Fortunately, a more detailed discussion of what to include and how to include it is forthcoming. Here's the call:
Call For Papers
AALS Section on Agency, Partnerships LLCs, and Unincorporated Associations
Bringing Numbers into Basic and Advanced Business Associations Courses: How and Why to Teach Accounting, Finance, and Tax
2015 AALS Annual Meeting Washington, DC
Business planners and transactional lawyers know just how much the "number-crunching" disciplines overlap with business law. Even when the law does not require unincorporated business associations and closely held corporations to adopt generally accepted accounting principles, lawyers frequently deal with tax implications in choice of entity, the allocation of ownership interests, and the myriad other planning and dispute resolution circumstances in which accounting comes into play. In practice, unincorporated business association law (as contrasted with corporate law) has tended to be the domain of lawyers with tax and accounting orientation. Yet many law professors still struggle with the reality that their students (and sometimes the professors themselves) are not "numerate" enough to make these important connections. While recognizing the importance of numeracy, the basic course cannot in itself be devoted wholly to primers in accounting, tax, and finance.
The Executive Committee will devote the 2015 annual Section meeting in Washington to the critically important, but much-neglected, topic of effectively incorporating accounting, tax, and finance into courses in the law of business associations. In addition to featuring several invited speakers, we seek speakers (and papers) to address this subject. Within the broad topic, we seek papers dealing with any aspect of incorporating accounting, tax, and finance into the pedagogy of basic or advanced business law courses.
Any full-time faculty member of an AALS member school who has written an unpublished paper, is working on a paper, or who is interested in writing a paper in this area is invited to submit a 1 or 2-page proposal by May 1, 2014 (preferably by April 15, 2014). The Executive Committee will review all submissions and select two papers by May 15, 2014. A very polished draft must be submitted by November 1, 2014. The Executive Committee is exploring publication possibilities, but no commitment on that has been made. All submissions and inquiries should be directed to Jeff Lipshaw, Chair.
Jeffrey M. Lipshaw
Associate Professor
Suffolk University Law School
Click here for contact info
March 3, 2014 in Agency, Conferences, Joshua P. Fershee, LLCs, Partnership, Teaching, Unincorporated Entities | Permalink | Comments (0) | TrackBack (0)
Tuesday, February 4, 2014
Courts Should Get the Doctrinal Distinction Between LLCs and Corporations
I understand that I may be one of the few people who seems to actually care about such a thing, but it seems to me courts really should be careful about their descriptions of limited liability entities. I have written about this before (here, here, and here), but it continues to frustrate me.
One of the things that got me thinking about this again (but let's be honest, it seems I am always thinking about this) is a post over at The Conglomerate. There, Christine Hurt (who, to be clear, is a lot smarter and more knowledgeable than I) discusses the Illinois governor's interest in generating more jobs by shifting to "the $39 limited liability company." In her post, she makes a couple references to incorporation in the context of LLC formation. But, in fairness, that's a blog post, and I can't claim that I have always been as precise as I should be in my blog writing, either.
Courts, however, should be more careful. The U.S. Court of Appeals for the Ninth Circuit, for example, loves to call limited liability companies "limited liability corporations" in their cases. Take, for example, CarePartners, LLC v. Lashway, 545 F.3d 867 (9th Cir. 2008), the caption of which is: "CAREPARTNERS LLC, limited liability corporation under the Laws of the State of Washington doing business as Alderwood Assisted Living . . . ." That is wrong. Washington LLC law provides that an LLC is a limited liability company. Even more significant, Washington LLC law provides specifically that an LLC's name "[m]ust not contain any of the words or phrases: . . . 'corporation,' 'incorporated,' or the abbreviations 'corp.,' 'ltd.," or 'inc.,' . . . ." Wash. Stat. 25.15.010(d) (2014).
February 4, 2014 in Business Associations, Corporations, Joshua P. Fershee, LLCs, Unincorporated Entities | Permalink | Comments (7) | TrackBack (0)
Tuesday, January 28, 2014
Veil Piercing Not the Only, or Best, Response to Man-Made Disasters
Last week, after a post here, I received a call from a Charleston (WV) reporter seeking some background on veil piercing as it relates to the company (Freedom Industries) linked to a chemical spill that left 300,000 people without clean drinking water. That conversation led to a rather long article, as newspapers go, on the concepts of veil piercing in West Virginia. The article did a rather good job of relaying the basics (with a few nits), and I hope it at least informs people a little bit about the process to follow on that front.
The article does reflect a little confusion over what I was trying to communicate about personal liability for the president of Freedom Industries. West Virginia law provides: (b)"Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct." W. Va. Code, § 31D-6-622 (emphasis added). I was trying (and I take responsibility for any lack of clarity) to reflect my view that it was conceptually possible that the company president could be found personally liable for the harm if there were activities undertaken in his personal (and not corporate) capacity, but that based on the facts currently available, that seemed unlikely to me.
West Virginia courts have long reinforced the separate nature of the corporation and the shareholder. Consistent with prevailing views, the state recognizes each corporation as a distinct, individual entity that is separate and distinct from other corporations and from their respective shareholders. "The law presumes that two separately incorporated businesses are separate entities and that corporations are separate from their shareholders." S. Elec. Supply Co. v. Raleigh County Nat. Bank., 173 W. Va. 780, 788, 320 S.E.2d 515, 523 (1984). In a proper case, courts will disregard the entity form—pierce the limited liability veil—where necessary to prevent injustice; however, courts take seriously this separate nature of corporations and shareholders, and "the corporate form will never be disregarded lightly." Laya v. Erin Homes, Inc., 177 W. Va. 343, 347, 352 S.E.2d 93, 97 (1986) (quoting S. States Coop., Inc. v. Dailey, 167 W.Va. 920, 930, 280 S.E.2d 821, 827 (1981)); see also S. Elec. Supply Co. v. Raleigh County Nat. Bank., 173 W. Va. 780, 787, 320 S.E.2d 515, 522 (1984) ("The [veil piercing] doctrine is complicated, and it is applied gingerly."). Thus, while veil piercing is not impossible, it is a significant hurdle.
I mentioned in a prior post that I thought enterprise liability (essentially collapsing various limited liability entities into one) was a more likely possible remedy for unpaid losses, though again it is by no means a given. Much more information about how the various entities involved in the whole situation operated and interacted with one another will need to be discovered before the real likelihood of such an outcome can be reasonably predicted.
Regardless of how that turns out, though, there is another issue worth noting, and that is the lack of government oversight. The classic case on veil piercing and enterprise liability, Walkovszky v. Carlton, explained that complaints about the inadequacy of corporate insurance and others assets are not a problem for the courts to solve. That court explained:
if the insurance coverage required by statute "is inadequate for the protection of the public, the remedy lies not with the courts but with the Legislature." It may very well be sound policy to require that certain corporations must take out liability insurance which will afford adequate compensation to their potential tort victims. However, the responsibility for imposing conditions on the privilege of incorporation has been committed by the Constitution to the Legislature (N. Y. Const., art. X, §1) and it may not be fairly implied, from any statute, that the Legislature intended, without the slightest discussion or debate, to require of . . . [such] corporations that they carry . . . liability insurance over and above that mandated by [law]." Walkovszky v. Carlton, 18 N.Y.2d 414, 419-420(N.Y. 1966) (citations omitted).
I don't know if a court will pierce the veil or apply an enterprise liability theory to expand the available assets for victims of the chemical spill. There is a lot to be determined before we'll see an outcome. Still, it needs to be clear that where a company acts within the parameters of its grant of limited liability, seeking additional compensation from others after the fact is improper. (Again, whether the companies involved acted appropriately is an open question.)
If we're uncomfortable with the cap on recovery for harms such as this, then randomly, haphazardly, and retroactively eliminating a state grant of limited liability protection is not the proper response. There are other ways to help protect the public, such as proper permitting, oversight and enforcement at chemical storage sites, and increased insurance and/or bonding requirements. State and federal legislatures should be discussing such options right now, and at least some discussions are occuring. It is, though, disheartening to read that even while discussing stronger standards for chemical storage tank operators, the West Virginia Senate Natural Resources Committee also voted to reduce water quality standards for aluminum in state water.
January 28, 2014 in Business Associations, Corporations, Current Affairs, Joshua P. Fershee, LLCs, Unincorporated Entities | Permalink | Comments (0)
Saturday, January 25, 2014
Pearce & Hopkins on "Regulation of L3Cs for Social Entrepreneurship: A Prerequisite to Increased Utilization"
John A. Pearce II & Jamie Patrick Hopkins have posted "Regulation of L3Cs for Social Entrepreneurship: A Prerequisite to Increased Utilization" on SSRN. Here is the abstract:
One new business model is the low-profit, limited liability company (L3C). The L3C was first introduced in Vermont in 2008 and has since been adopted by several other states. The L3C is designed to serve the for-profit and nonprofit needs of social enterprise within one organization. As such, it has been referred to as a "[f]or-profit with [a] nonprofit soul."
In an effort to efficiently introduce the L3C business model, states have designed L3C laws under existing LLC regulations. The flexibility provided by LLC laws allows an L3C to claim a primary social mission and avail itself of unique financing tools such as tranche investing. Specifically, the L3C statutes are devised to attract the program related investments (PRIs) of charitable foundations. Despite these successes, adoption of the L3C form has been slower than proponents expected.
A similar business initiative has found great success in the United Kingdom (U.K.), where numerous proponents supported legislation designed to create hybrid business models that would promote social entrepreneurship. As a result, the U.K. created the Community Interest Company (CIC) in 2006, allowing more than 4,500 companies to register as CICs that offer a double bottom line (or dual benefit) to investors.
While CICs and L3Cs were created with the same double bottom line in mind, CICs face strict government regulations that provide investors with additional protections. These regulations have indirectly contributed to the success of many CICs by increasing investor confidence in the success of these businesses. In the United States, the flexibility of LLC statutes may provide L3Cs with unique funding options, but the lack of government regulation leaves investor outcomes uncertain and inhibits L3Cs from being a better-utilized business model for social entrepreneurship.
January 25, 2014 in Business Associations, Corporate Governance, Financial Markets, LLCs, Social Enterprise, Stefan J. Padfield, Unincorporated Entities | Permalink | Comments (0)
Tuesday, January 21, 2014
WV Chemical Spill: Can you over do entity formation? (Hint: Yes.)
Freedom Industries -- the company apparently responsible for contaminating the Elk River (and, along with it, 300,000 West Virginia residents' drinking water) – has filed for Chapter 11 bankruptcy. The company wasted little time filing for reorganization, and the process already has some people on edge.
From a public relations perspective, this kind of cases does not serve the concepts of Business Organizations especially well. The use of limited liability vehicles is sanctioned by law, and such use has been credited with creating all kinds of opportunities for growth through pooled resources that would not otherwise occur without the grant of limited liability. I happen to think that's true. (See, e.g., Corporate Moral Agency and the Role of the Corporation in Society, p. 176, By David Ronnegard)
Still, one of the issues is that figuring out who owned Freedom Industries took some sleuthing (reporter's findings here). It appears the structure is as follows:
Freedom Industries' Chapter 11 documents list its sole owner as Chemstream Holdings, which is owned by J. Clifford Forrest. Forrest also owned the Pennsylvania company, Rosebud Mining, which is located at the same address Chemstream Holdings lists for its headquarters. The
Reports note that the chapter 11 filing also states that two entities have offered to lend up to $5 million to fund Freedom Industries' reorganization. The two entities are VF Funding and Mountaineer Funding, the latter of which is a West Virginia LLC formed by its sole owner: J. Clifford Forrest.
The idea that the owner of the company that owns the company that owned the chemicals that harmed the water in West Virginia is now seeking to create a new company to loan money to the company that owned the chemicals is note sitting very well with many of those harmed by the chemical leak.
Some of those harmed by the chemical spill are objecting to the proposed reorganization structure. As reported here, West Virginia American Water (WVAW), the utility providing the tainted water (and the subject of it own lawsuits because of it), claims the water company will be "the largest creditor by far in this bankruptcy case." As such, WVAW has asked (PDF here) the bankruptcy judge to slow down the reorganization so that the utility and other creditors an opportunity get a better sense of the ownership structure and how the creditors (and possible creditors) will be treated.
This case probably looks even worse because it keeps coming back to a single person, and not a group of investors. Again, one company – Chemstream Holdings, Inc. is owned by one person -- J. Clifford Forrest, who then is the sole owner of a company seeking to loan money to the embattled company.
Keeping with that theme, after a little sleuthing of my own, I found that although the initial reports were of VF Funding and Mounatineer Funding LLC offering to loan $5 million to Freedom Industries, it seems to have gotten even more convoluted. There is yet another company in the mix – WV Funding LLC (pdf), which was formed on January 17, 2014, and on the same date the entity filed to be the Debtor in Possession of Freedom Industries (pdf). WV Funding LLC was organized by same Wheeling attorney who formed Mountaineer Funding LLC for Forrest. The sole listed member of WV Funding LLC? Mountaineer Funding LLC (pdf). Related documents here.
All of this, at least at this point, seems permissible. Still, at some point, it really does start to look like someone is trying to pull a fast one. And even a staunch defender of the corporation and uncorporation has a hard time arguing otherwise. At a minimum, and even though there are good counterarguments (like Steve Bainbridge makes here in a different context), such behavior starts to make an expansive view of enterprise liability a lot more attractive.
January 21, 2014 in Business Associations, Corporations, Entrepreneurship, Ethics, Joshua P. Fershee, LLCs, Unincorporated Entities | Permalink | Comments (2)
Wednesday, January 15, 2014
Delaware 2013 Corporate Law Round Up
Francis G.X. Pileggi and Kevin F. Brady at Delaware Corporate & Commercial Litigation Blog closely track Chancery and Supreme Court cases out of Delaware. Their annual Delaware round up, is always a top-notch, quick and dirty summary of the year. If you haven't kept up with the major cases, or want a quick reference when thinking about what developments to include in your classes this spring or next fall--then this list is for you.
Here are 2 additional cases that I have found noteworthy for some combination of scholarship, teaching and practice reasons:
1. Chevron forum selection clause enforceability
Chancellor Strine's opinion in Boilermakers Local 154 Retirement Fund v. Chevron Corp.,et al, upheld the enforceability of a Delaware forum selection clause unilaterally adopted by corporate boards of directors of Defendants. Plaintiffs dismissed their appeal, and moved to dismiss their remaining claims in Chancery Court leaving intact Chancellor Strine strong support of forum selection clauses. Chevron was preceded Chevron was preceded by National Industries Group (Holding) v. Carlyle Investment Managements LLC and TC Group LLC, a 2013 Delaware Supreme Court opinion, which addressed the contractual enforceability of forum selection clauses.
2. Huatacu Upholding waiver of dissolution rights when not "reasonably practicable" to carry on the business of the LCC.
VC Glasscock reaffirmed Delaware's commitment to contractual freedom in LLCs by upholding an express waiver of statutory dissolution rights for LLC members. The case enforced an LLC operating agreement that "rejected all default provisions, and expressly limited members' rights to those provided in the LLC Agreement." The Chancery Court found that dissolution rights, were waivable by LLC members, but that the members remained subject to the non-waivable duty of good faith and fair dealing. The Chancery Court also left open the possibility that members of an LLC may not divest the Court of all of its equitable authority to order dissolution, but where the parties presented no unusual facts giving rise to such equities, the waiver is enforceable.
-Anne Tucker
January 15, 2014 in Anne Tucker, Business Associations, Corporate Governance, Corporations, LLCs, Teaching, Unincorporated Entities | Permalink | Comments (1)


text:
VIEWS: 3 PAGES: 2 CATEGORY: Olympics POSTED ON: 6/11/2012 Public Domain
Very important for Wrestling and it's a good thing wrestling is the best for many people around the world
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text:
Where To Stay in Silom
Editor's Guide to Recommended Hotels in Silom
Part of the city's main business and financial district, Silom is short on traditional tourist attractions but high on modern energy – glass-and-steel office buildings, great bars and restaurants, and pulsating nightlife scene. In fact, Silom is one of the most liveliest and popular areas in town.
Depending on where you stay along its 4.5km length, Silom places you roughly halfway between the riverside and main shopping areas like Siam Square. Accommodations range between mid-range and five-star luxury, and prices reflect this. The area is loosely served by three Skytrain (BTS) stations – Surasak, Chong Nonsi and Sala Daeng.
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Sala Daeng
A stay in this area gives you the access to the main shopping and entertainment segment of the Silom area, including Patpong. Office workers by day become bargain and thrill seekers by night, as the straight stretch comes alive with shops and stalls selling all manners of merchandise, great restaurants, bars, Thai massage parlours, crowded clubs and notorious sex shows.
Rising above the scene is the skytrain, which connects to the subway station at the end of Silom road. Just beyond it is Lumpini Park – the perfect daytime escape from the noise and pollution.
5-Star | Equipped for Business | Fitness & Pool | Spa
Situated at the head of the pulsating Silom commercial district, this five-star luxury hotel features contemporary design guestrooms equipped with superb amenities and fantastic views over the Silom skyline. Enjoy it vast range of recreational facilities, including a spa, superb outdoor swimming pool, fitness centre, fabulous dining venues and bars. Located on Surawong Road, the hotel is a short walk to/from the interchange between Silom underground (MRT) and Sala Dange Skytrain (BTS) stations, as well as Silom Road's shopping and entertainment spots. Read More...
5-star | Executive Floors| Gourmet Restaurants | Extensive Facilities | Spa | Close to BTS and MRT
This famous 5-star overlooks the lush greenery of Lumpini Park, has an underground (MRT) station on its doorstep, and is only minutes walk from BTS Sala Daeng. Room and suites offer sumptuous Thai interiors, as well as separate lounge areas and free high-speed internet for the Club category and above. A choice of restaurants ranges from Thai, Japanese, Chinese and Vietnamese to Italian and French. The 'DFiT' fitness centre offers superb facilities, including gym, swimming pool, health bar, steam and sauna rooms, squash court, even a golf driving range. Read More...
4-Star | Suites and Serviced Apartments | Shopping Internet in rooms | Spa
This elegant boutique hotel on Surawong Road offers 69 beautifully furnished suites and serviced apartments, each decorated in Lanna and Rattanakosin era Thai style. Polished wood flooring and antique furniture meets modern amenities like broadband Internet, in-room electronic safe and flat screen TV. Both the Siam Cuisine Restaurant and Golden Oldies Music Room offer a superb menu comprised of Royal Thai Food and International dishes. There is also a swimming pool, jacuzzi, fitness centre, roof top terrace restaurant, Heritage Walk shopping alley (fine arts, jewelry and decorative items) and very private Heritage Spa. Read More...
Chong Nonsi
Busy but not altogether bustling, the area of Silom near BTS Chong Nonsi - roughly in its middle - is populated by huge office tower blocks and corporate offices, and people scurrying about in suits. Lots of shops of marginal interest and decent restaurants strewn along this stretch - including seafood, Italian and, of course, Thai - as well as further afield, on nearby Sathorn and Narathiwat roads. A stay here puts you roughly midway between the riverside, in one direction, and Patpong's chaotic entertainment and shopping in the other. Both are in walking distance, but perhaps best reached via tuk-tuk or taxi.
5-Star | Executive Floor | Gourmet Dining | Spa |
Great City Views Understated elegance is the first thing you feel when entering the hotel's lobby, and the theme continues throughout. Decked out in subdued colour tones, dark wood and contemporary Asian design accents, the interiors exude a sophisticated vibe. All guest rooms boast floor-to-ceiling windows, wooden floors, Sofitel's signature 'MyBed' pillow menu, and magnificent city views. The three imaginative dining venues highlight the tastes of Mediterranean, Cantonese and French cuisine – also popular among the locals. Laze away the day at the classy outdoor pool area, spa, sauna, or take the BTS Chong Nonsi (a 10-min stroll) and explore Bangkok at your own pace. Read More...
3-Star | Wi-Fi Internet Access | Close to Patpong Nightlife
This family-run property has an intimate feel. The crisp, clean interiors are stripped down to the essential necessities. Each guestroom offers bright, spacious living spaces, complete with Wi-Fi internet access, refrigerator, sofa and satellite/cable TV. The location puts you in the narrow lane just opposite Patpong and its pulsating nightlife scene. The hotel is equal distance from either BTS Chong Nonsi or Saladaeng. Read More...
4 Star | Close to BTS | Fitness centre
This boutique serviced residence offers 103 luxurious rooms which combine an elite contemporary style with all the essentials and trimmings for convenient city living. Guest rooms range from cosy superior to spacious two bed-room suites with size of 36 square-meters up to 95 square-meters to choose from. Situated in one of the city's thriving business areas, this hotel is accessible from Silom and Sathorn roads, both well-supplied by the Skytrain (Chong Nonsi Station) and MRT underground (Silom Station) systems. Resort style outdoor pool and fitness centre, complete with sauna and steam rooms, are among the hotel's great facilities on offer. Read More...
Not a lot in the way of tourist attractions or nightlife here, but the area around BTS Surasak is blessed by its proximity to the riverside and the city's State Tower - whose sophisticated dining options and city skyline views have made it an essential on the tourists itinerary. It's a 10-minute walk to a river pier, from where you can take a boat to visit the Temple of Dawn, floating market, flower market, Grand Palace and Royal barge museum.
4-star | Executive Floors | Family Friendly | Close to Riverside and BTS
Offering 700 well appointed rooms across two towers, this popular hotel has an exhilarating location at the riverside end of Silom road, a mere five-minute walk from BTS Surasak and 10 minutes from a river pier. All rooms come with cable TV, broadband internet and in-room safe among other modern conveniences. Dining includes separate International and Indian restaurants, breakfast and tea lounge, a chic bar and bakery. A swimming pool, tennis court and Health Club offering a jacuzzi, sauna, steam bath, gymnasium and massage services fulfill recreational needs. Read More...
3-Star | Free Wi-Fi Internet Access | Private Rooms or Share Dormitories | Café
More than just a place to rest your head, this stylish backpacker's pad offers 245 beds with various room configurations (4-6 or 8-10 beds per room). Deluxe Rooms with en-suite bathrooms are also available for those seeking more privacy. There's also a snack bar, café, laundry room, TV room, personal in-room safe and even room service. The closest BTS station is Surasak. Read More...


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Inside Everything But Water at Roosevelt Field
A new Everything But Water store is now on the upper level of the Roosevelt Field mall in Garden City. The swim and resort wear boutique is filled with everything from designer bikinis and jewelry to flattering one-pieces, cover-ups and totes.
10 secrets of Roosevelt Field mall Nathan's hot dog eating contest, more NYC weekend picks 15 things you need to buy for Shark Week 20 places to add to your travel bucket list Peek into Long Island's most lavish homes 16 great grilling recipes 29 cool cocktails to try this summer LI's dog parks: Where Fido can roam freely Hangin' in the Hamptons: July 2015 49 LI dogs you can adopt right now Your pet photos: Adorable dogs, cats and more Fourth of July sales going on this weekend


text: Cats Play Soccer by Hilton Hater at July 2, 2014 12:52 pm. Comments Share Tweet Email These cats are acting out goals from the 2014 World Cup. Because of course they are. Edit Delete Follow Cats? Tag: Cats Related Videos: Cats Videos Related Post: FIFA Felines: Cats Make Like World Cup Players, Reenact Exciting Goals Uploaded by: Hilton Hater Uploaded: July 02, 2014 Duration: 48 seconds


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Money for College, something that just about every high school student has thought of at one time or another throughout their senior year. The Sheridan County Commissioners are once again offering some help in that department via scholarships.
National Volunteer Appreciation Week is April 15th through the 21st and Sheridan Memorial Hospital will recognize their volunteers with a special breakfast from 7 am to 9 am a week from today. Hospital Volunteer Services Coordinator Patty Forister.
Upper Clear Creek Road will be closed at times Tuesday, April 17th to allow Johnson County Road and Bridge to replace an aging, damaged culvert. The culvert work will be approximately 0.6 miles west of the Klondike Road intersection.
Buffalo City Planner Zach Montgomery released information on the nearly-complete Economic and Community Development Master Plan,
saying public workshops will be held next month for citizens to give their input on the plan.
The Arvada-Clearmont 2012 Spring Health Fair will take place this Saturday at the Powder River Community Center Gymnasium in Arvada.
The Little Miss Johnson County Pageant, a part of the Little Miss Wyoming Scholarship Pageant series, will be today at the Buffalo Senior Center.
The arts are alive and well at the Big Horn Schools. Thursday night the high school band held their Festival Band Concert while the elementary students held their art show at the Bradford Brinton Memorial and Museum.
April is the "Month of the Military Child," a time to honor youth whose lives have been impacted by parents serving in the military.
Sheridan High School accepted a donation from Rotary of Sheridan for $1,000 it will use to support its free and reduced lunch program, as principal Dirlene Wheeler announced at Tuesday's District 2 meeting.
The Hammer Chevrolet showroom in Sheridan will be buzzing with excitement this Saturday as it'll once again be the site for this year's Sheridan Media Pinewood Derby Classic. Sheridan Media's Ron Richter has the story.
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"Harry Potter" author J.K. Rowling answers tweet after tweet clarifying for anyone who's still confused that the upcoming "Harry Potter" play is not a prequel to the film series.
This parody trailer for the "Star Wars" prequels puts new actors in the roles of Anakin Skywalker and Padmé Amidala and is packed with copious amounts of lightsaber and starship battles.
To thine own Sith be true. The best-selling "Star Wars" parodies continue with "William Shakespeare's Tragedy of the Sith's Revenge: Star Wars Part the Third."
The City Age, faction wars, and the birth of Gjallarhorn are the stories a Destiny prequel needs to tell.
The best-selling Shakespearean "Star Wars" parodies continue with "William Shakespeare's The Clone Army Attacketh: Star Wars Part the Second." CNET doth reveal an exclusive look at the book cover.
The best-selling Shakespearean "Star Wars" parodies continue with "William Shakespeare's The Phantom of Menace." CNET doth reveal an exclusive look at the new book's cover.
The prequel to minimalist discovery game A Dark Room promises to be equally as strange and fascinating.
"Star Wars: Turn to the Dark Side" cuts out almost all the Jar Jar scenes and streamlines the whole viewing experience.
Nic Healey begins a new week-long review series, this time looking at the BlackBerry 10 operating system on the Q10 smartphone.
To celebrate the conclusion of the fifth season of HBO's hit fantasy series "Game of Thrones," a fan makes a pretty touching video tribute to Iron Throne contender Stannis Baratheon.


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Mercedes-Benz Dealer NicholsModify Search
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Any great Mercedes-Benz dealer Nichols has much more to offer than new and used sales. Respectable Nichols Mercedes-Benz dealerships will also have new car leases available. Or if you need a stock part, a Nichols Mercedes-Benz dealer will have a dedicated parts and accessories department. Warranty repairs can be redeemed at almost any Mercedes-Benz dealers in Nichols as long as the vehicle and conditions meet the warranty requirements. In the event that your vehicle breaks down and the warranty has already expired; you can get repairs done at various Nichols Mercedes-Benz dealers. A Mercedes-Benz dealer Nichols can provide so much more including service coupons, special maintenance offers, incentives, and rebates.
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The book tells the story of how Hurricane Katrina affected the lives of seven survivors in New Orleans.
Katrina Darling (her real name, believe it or not) is a second cousin, once removed, of Kate and Pippa Middleton.
Katrina, who was hung for witchcraft, is trapped in a woodland inferno between the two worlds.


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Duravit PuraVida Furniture Bathroom Sink
Single Hole Faucet Drillings
Special Offer:
12 Issues of Money Magazine
Included with purchase ($20 value).
Duravit PuraVida Furniture Bathroom Sink
Additional Documents
Weights & Dimensions
Single Hole Faucet Drillings
Additional Weights & Dimensions
|Installation Type: Wall mount sink
|Style: Contemporary
|Sink Shape: Rectangular
|Finish: White
|Material: Ceramic
|Country of Manufacture: Germany
|Number of Faucet Holes (Three Hole Faucet Drillings): 3
|Number of Faucet Holes (Single Hole Faucet Drillings): 1
About the ManufacturerFounded in 1817 in the heart of Germany's Black Forest, Duravit is a leading supplier of sanitary ceramics, bathroom furniture, whirlpool tubs, accessories, and wellness ideas. Duravit operates in 60 countries worldwide and has been honored with numerous national and international awards for its innovations in design and technology. The company's collaborations with internationally renowned designers such as Philippe Starck, Phoenix Design, EOOS, Norman Foster and Sieger Design yield forward-thinking, environmentally conscious and award-winning products that bring the bathroom to life. Duravit USA, Inc. headquarters are based in Duluth, GA. Trade and interested consumers may visit Duravit NYC, the company's state-of-the-art showroom at 105 Madison Avenue, in the heart of New York's newest design district.
Duravit PuraVida Furniture Bathroom Sink
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OUR SKU # DRV1619PuraVida Furniture Bathroom Sink is also sometimes listed under the following manufacturer numbers: 03711000001, 03711000301