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May 2011

Not So Fast With That Tax Penalty!

The North Carolina Business Court tugged on the reins of the Department of Revenue (“DOR”) in its recent case, Delhaize America, Inc. v. Lay.  In this case, the Court deemed the DOR’s $1 million tax penalty it attempted to impose on Plaintiff Delhaize (“Plaintiff”) unconstitutional since it ran afoul of both Plaintiff’s due process rights as well as the North Carolina Constitution. In this case, Plaintiff, the North Carolina operator …Read More

Recovery of Lost Profits Allowed to Franchisor from Terminated Franchisee

In the recent case of Meineke Car Care Centers, Inc v. RLB Holdings, LLC, (2011) the Fourth Circuit held that a franchisor could recover prospective damages, including lost profits, from a franchisee.  Additionally, such recovery by the franchisor is permitted even when it terminated the franchisee due to the franchisee’s breach of the franchise agreement. In attempting to argue against this outcome, RLB, the franchisee, submitted to the Court that …Read More

The Operating Agreement is an Essential Document for an LLC

Every limited liability company (LLC) needs to have an operating agreement- whether there is one member or twenty.  Unlike the North Carolina Business Corporation Act (N.C.G.S. Chapter 55), the Limited Liability Company Act (N.C.G.S. Chapter 57C) is minimal and does not sufficiently address governance of the company. While Chapter 55 contains many default rules (i.e. rules that apply if the company’s bylaws are silent), Chapter 57C has few.  As a …Read More

Key Considerations When Buying a Business

When buying a business, there are certain considerations that must be addressed in order to make sure the transaction is precisely what is contemplated by the parties.  Some of the issues that often arise can have drastic effects on the value of the business being purchased, the success of the venture and the potential risk associated with not only the transaction, but the business going forward. Corporate Structure:   Do you …Read More