On August 12, 2026, the Fifth Circuit did something rare: it withdrew its own opinion in Sirius Solutions, L.L.L.P. v. Commissioner and issued a substituted opinion in its place, just months after the original ruling. The statute at issue, 26
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Business Divorce: How LLCs, Partnerships & Corporations Resolve Deadlock
When co-owners of a corporation, partnership or LLC can no longer agree on how to run the business, the situation is often called a business divorce: an increasingly common category of dispute among members, partners, and/or shareholders who need…
Selling a Minority Stake vs. Full Buyout: Structuring Partial Ownership Transitions for LLC Owners
Many owners assume that selling a business means selling all of it, but a growing share of deals — particularly in the lower-middle market — involve the seller keeping a piece. This is usually called an equity rollover: instead of…
Can an LLC Issue Stock? What Business Owners Mean When They Ask
The short answer is no: an LLC cannot issue stock, stock options, or restricted stock, no matter how many members it has or how large it grows. Stock is a creature of corporate law — it exists only where a…
When Your In-House Lawyer Is Out: How Outside General Counsel Covers the Gap
Leaves happen. Parental leave. FMLA. Medical leave. Sabbaticals. Unexpected absences. And when they do, most legal departments have no real plan — just the hope that the remaining team can absorb the work.That hope runs straight into a wall of…
Mutual NDAs for AI Vendors: Why “Standard” Terms Aren’t Enough
As fractional and outside general counsel across multiple industries, I have to stay ahead of legal changes that hit each of my clients differently. Right now, one theme is universal: almost everyone is trying to figure out how to implement…
Texas LLC Buy-Sell Agreements: What Co-Owners Should Have in Writing Before a Sale
If you own a Texas LLC with a partner, you have already entered one of the most consequential financial relationships of your life — perhaps without a plan for how it ends. A buy-sell agreement is a document that can…
Profits Interests for LLCs: Rewarding Key Employees Without Giving Up Control
If you have been following this series — starting with You Can’t Just Put “Equity” in an Offer Letter and continuing with Phantom Unit Plans: The Equity Alternative LLC Owners Should Know About — you already know that LLCs cannot…
Phantom Unit Plans: The Equity Alternative LLC Owners Should Know About
If you have read the previous post in this series — You Can’t Just Put “Equity” in an Offer Letter— you already know that LLCs cannot issue stock options or restricted stock. One of the three alternative instruments discussed…
You Can’t Just Put “Equity” in an Offer Letter: What LLCs Must Know Before Promising Stock
It happens more often than it should: an LLC founder, eager to recruit a key hire, puts language in an offer letter promising “restricted stock,” “stock options,” or a percentage of equity that will vest at some point in the…