HOUSE_OVERSIGHT_024549.jpg
2.84 MB
Extraction Summary
3
People
6
Organizations
2
Locations
1
Events
3
Relationships
4
Quotes
Document Information
Type:
Legal memorandum / private placement memorandum
File Size:
2.84 MB
Summary
This document is a page from a legal memorandum (likely a Private Placement Memorandum) detailing the corporate structure, liability, and capitalization of an entity named KUE (Knowledge Universe). It outlines Cayman Islands and Delaware legal frameworks regarding director liability and 'piercing the corporate veil.' It breaks down ownership stakes projected for March 31, 2007, specifically giving 'The Principals' (via KUE LLC) 60% ownership and Investors 40% ownership.
People (3)
| Name | Role | Context |
|---|---|---|
| The Principals | Controlling Party |
Individuals controlling KUE LLC, KUH LLC, and KULG. They hold significant ownership and control rights.
|
| Directors | Management |
Directors of the General Partner, subject to Cayman Islands law regarding fiduciary duties.
|
| Investors | Shareholders/Unit Holders |
Parties purchasing 1,000,000 Units, owning approx 40% of KUE.
|
Organizations (6)
| Name | Type | Context |
|---|---|---|
| KUE |
The main entity being discussed, structured with General and Limited Partners.
|
|
| General Partner |
The sole general partner of KUE, holding GP Units.
|
|
| KUE LLC |
Entity controlled by 'The Principals', holding 60% ownership in KUE.
|
|
| Knowledge Universe Holdings LLC |
Also referred to as KUH LLC; a Delaware LLC controlled by the Principals, holding Class B Shares.
|
|
| Knowledge Universe Learning Group LLC |
Also referred to as KULG; a Delaware LLC controlled by the Principals.
|
|
| KULG LLC-1 |
A limited liability company associated with KULG.
|
Locations (2)
| Location | Context |
|---|---|
|
Jurisdiction governing the General Partner and liability laws.
|
|
|
Jurisdiction of incorporation for KUH LLC and KULG.
|
Relationships (3)
KUE LLC, controlled by the Principals
Knowledge Universe Holdings LLC... controlled by the Principals
Knowledge Universe Learning Group LLC... controlled by the Principals
Key Quotes (4)
"English common law authority... supports the proposition that it in exceptional circumstances it is conceivable that the principle of the separate legal personality of a company could be ignored and the court will 'pierce the corporate veil.'"Source
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Quote #1
"Examples might be a company acting as the agent or nominee of its shareholder, incorporation for an illegal or improper purpose, using a company or group of companies as a means of perpetrating a fraud"Source
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Quote #2
"The Investors will own approximately 40% of KUE in the form of Common LP Units"Source
HOUSE_OVERSIGHT_024549.jpg
Quote #3
"KUE LLC, controlled by the Principals, will hold approximately 1,530,000 Common LP Units representing approximately 60% ownership in KUE"Source
HOUSE_OVERSIGHT_024549.jpg
Quote #4
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