Archives for September 30, 2010
A number of domestic jurisdictions (Delaware, Connecticut, Illinois, Iowa, Nevada, Oklahoma, Tennessee, Texas, Utah, Virginia, Wyoming, and Puerto Rico) have enacted statutes providing for the creation of entities that may establish series, including limited liability companies (series LLCs) and business or statutory trusts (series statutory trusts).
In general, statutes provide that a limited liability company or statutory trust may establish separate series. A series has “associated” with its specified owners, assets, rights, obligations, and investment objectives or business purposes. The interests of the owners associated with a series are comparable to ownership of the series. Generally, the debts, liabilities, and obligations of one series generally are enforceable only against the assets of that series and not against assets of other series or of the series LLC or series statutory trust.
Under current law, there is little specific guidance regarding whether for Federal tax purposes a series is treated as an entity separate from other series or the series LLC or series statutory trust, as the case may be, or whether the company or trust and all of its series should be treated as a single entity.
On September 14, 2010, the IRS issued proposed rules (.pdf) regarding Series LLCs and Series Statutory Trusts generally treating series as separate entities for Federal tax purposes if they are established under a statute with provisions similar to the series LLC or series statutory trust statutes currently in effect in several states. The proposed regulations, however, leave some questions unanswered.
These questions will be explored in an upcoming CLE program taught by attorneys John DeBruyn, Robert Keatinge, Herrick Lidstone, Allen Sparkman, Tony van Westrum, and Tom Yearout:
|8:00 – 8:30 am||Registration (Continental Breakfast provided)|
|8:30 – 9:30 am||The Series Concept and Tax Ramifications: What is a Series and How Do They Work?
|9:30 – 10:30 am||Where do we go from here? Should Colorado enact “Series LLC” or “Series Statutory Trust” provisions?|
The Tenth Circuit on Tuesday issued three published opinions and five unpublished opinions.
In Raymond v. Astrue, the Court affirmed the district court’s denial of supplemental security income (SSI). Petitioner claimed he was entitled to such benefits as he was unable to work due to a number of maladies; the Respondent found that Petitioner failed to meet the threshold for such benefits and denied the application, which was affirmed by an ALJ. While Petitioner could not perform his past work, he was suited to work in such positions as a sales assistant or office helper, jobs of significant number in the national economy.
In Izzo v. Wiley, the Court affirmed the district court’s denial of Petitioner’s writ of habeas corpus. Petitioner was denied eligibility for the Bureau of Prisons’ Elderly Offender Home Detention Pilot Program (Pilot Program). To be eligible for the Pilot Program, the prisoner must be over the age of 65 and have served the greater of 10 years or 75% of the term of imprisonment to which the offender was sentenced. Contrary to Petitioner’s arguments, the Court found that the “term of imprisonment” refers to the term imposed by the sentencing court and does not consider good time credit.
In Oldenkamp v. United American Ins. Co., the Court affirmed the district court’s grant of summary judgment for Respondent insurance company regarding the bad faith claims alleged against them, and reversed the district court’s grant of summary judgment for Petitioners on breach of contract claims. Petitioners were denied coverage for surgery for their infant’s congenital defect; however, Oklahoma law allows for insurance companies to impose a waiting period for coverage of such pre-existing conditions, despite an earlier regulation which prohibited denial of coverage for congenital anomalies for dependent children.