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However, while the spin-off is under the oversight of the bankruptcy court, the parent company can continue to operate normally. For instance, when Johnson & Johnson entered into a Texas two-step through its spin-off LTL Management LLC, J&J's other divisions continued to operate unencumbered, and J&J maintained its AAA credit rating. [4]
The Uniform Limited Liability Company Act (ULLCA), which includes a 2006 revision called the Revised Uniform Limited Liability Company Act, is a uniform act (similar to a model statute), proposed by the National Conference of Commissioners on Uniform State Laws ("NCCUSL") for the governance of limited liability companies (often called LLCs) by U.S. states.
To officially dissolve a Florida limited liability company, complete the articles of dissolution online with Florida's Division of Corporations. There is a $25 filing fee. There is a $25 filing fee.
A variation on the Texas shoot-out (and slightly different from the traditional Dutch auction), the parties send in sealed bids indicating the minimum price that they would be prepared to sell their half share for. Whichever sealed bid is the higher "wins" and that bidder then buys the "loser's" share at the price indicated in the loser's ...
A shotgun clause (or Texas Shootout Clause [1]) is a term of art, rather than a legal term. It is a specific type of exit provision that may be included in a shareholders' agreement, and may often be referred to as a buy-sell agreement. The shotgun clause allows a shareholder to offer a specific price per share for the other shareholder(s ...
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