Drafting Limited Liability Company Operating Agreements

Author : Cunningham
Publisher : Aspen Publishers
ISBN 13 : 9780735593848
Total Pages : 1720 pages
Book Rating : 4.5/5 (938 download)

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Download or read book Drafting Limited Liability Company Operating Agreements written by Cunningham and published by Aspen Publishers. This book was released on 2010-08-27 with total page 1720 pages. Available in PDF, EPUB and Kindle. Book excerpt: Chapter 1. INTRODUCTION 1.01 the Readers for Whom This Book Is Written 1.02 Seven Key Terms of Art Central to This Book 1.03 the LLC Business Organization Form 1.04 the Forms in This Book Chapter 1A. FREEDOM OF CONTRACT 1A.01 Introduction 1A.02 Section 18-1101(b) of the DLLC Act 1A.03 the Relationship of the "Freedom-Of-Contract" Rule and the "Enforceability" Rule in 18-1101(b) 1A.04 The Limits of Contractual Freedom Under 18-1101(b) 1A.05 Section 18-1101(b) as a Source of Rules for Interpreting the Other Provisions of the DLLC Act 1A.06 the Elf Atochem Case 1A.07 the Delaware Supreme Court's Rulings in Elf Atochem Chapter 1B. THE PRACTICE GUIDES IN THIS BOOK: INTRODUCTION AND COMPILATION 1B.01 Introduction 1B.02 Departing from Practice Guides; Practice Guides as Distillations of Theoretical Principles 1B.03 Atul Gawande's the Checklist Manifesto and the Practice Guides Compiled in this Chapter Chapter 1C. TAKING ADVANTAGE OF LLC FLEXIBILITY AND AVOIDING LLC PITFALLS IN DRAFTING OPERATING AGREEMENTS 1C.01 Introduction 1C.02 LLC Agreements--Basic Concepts 1C.03 the Flexibility of the DLLC Act 1C.04 Avoiding Pitfalls in DLLC Act LLC Formations Chapter 1D. THE SELF-STUDY QUESTIONNAIRES IN THIS BOOK 1D.01 Introduction 1D.02 the Importance of Long-Term Active Memory in Using this Book; Ten Traditional Guidelines for Learning That Enhances Memory 1D.03 the Karpicke Article; Using "Learning By Taking Tests" as a Means to Master the Chapters in this Book 1D.04 Summary and Conclusion Chapter 2. THE 28 TAX AND NON-TAX LEGAL TASKS IN FORMING LLCs 2.01 Introduction 2.02 the 28 Tasks Chapter 2A. HANDLING INITIAL CONTACTS WITH LLC FORMATION CLIENTS--GUIDELINES AND SUGGESTIONS 2A.01 Introduction and Summary 2A.02 Choosing the Right Model Operating Agreement for an LLC Formation Client 2A.03 Competence and Scope in Providing LLC Formation Services 2A.04 Handling Questions Raised by Potential LLC Formation Clients Chapter 3. INTRODUCTION TO LLC STATUTORY LAW 3.01 What Does It Mean to "Know" an LLC Act for LLC Formation Purposes? 3.02 Definitional Provisions 3.03 Mandatory Provisions 3.04 Default Provisions 3.05 Self-Enabling and Non-Self-Enabling Permissive Provisions 3.06 Statutory Gap Issues Chapter 4. LLC BUSINESS ORGANIZATION LAW 4.01 Introduction 4.02 Ten Key Statutory Characteristics of LLCs, Their Members and Their Managers Chapter 4A. CHARGING ORDER PROTECTIONS 4A.01 Chapter Overview 4A.02 LLC Charging Order Protections 4A.03 the Federal Income Tax Implications of Charging Order Protections for Creditors and Member-Debtors-in-Default 4A.04 Issues of Client Service, Legal Ethics and Malpractice Law Raised by LLC Charging Order Protections 4A.05 Miscellaneous Legal Issues Concerning Charging Orders 4A.06 FTC v. Olmstead 4A.07 the Implications of LLC Charging Order Protections for the Planning and Drafting of LLC Operating Agreements 4A.08 Bibliography Chapter 5. SERIES LLCs 5.01 Introduction 5.02 Series LLCs under DLLC Act 18-215 5.03 Unresolved Legal and Tax Issues Concerning Series LLCs 5.04 When to Use Series LLCs 5.05 Bibliography of Articles and Other Writings about Series LLCs Chapter 6. THE GENERAL-PURPOSE FORMS IN THIS BOOK 6.01 Introduction 6.02 the "Alteration Factor" as a Critical Factor in Determining the Number of General-Purpose Forms Necessary in an LLC Formation Practice 6.03 LL