Author: Larry E. Ribstein
Release Date: 2013-12-04
The rapid proliferation of unincorporated business forms has moved beyond the scope of traditional Corporations and Agency/Partnership courses and textbooks, which leaves students without the necessary knowledge to competently advise business clients. Unincorporated Business Entities was designed to fill that widening gap in the existing curriculum. Unincorporated Business Entities is designed for a three-semester-hour course and has the following features: • Like its predecessors, the new edition of Unincorporated Business Entities takes a business planning approach to teaching the modern law of partnerships and other unincorporated firms. • The material on LLCs has largely been rewritten, reflecting the rapid development in this form over the last several years. • Each chapter contains new and updated notes and problems that provide a "hands-on" approach to the consequences of, and planning and drafting for, issues in agency, partnership, limited partnerships, LLCs, and limited liability partnerships. • The materials on partners' financial rights now include a short primer on financial accounting. The Teacher's Manual is almost six-fold expanded from previous versions. It contains approaches to organizing classes, synopses of all the cases, lecture outlines, proposed questions and answers, discussions of answers to all the problems, diagrams of the complex cases, and flow charts of complex statutory analysis in areas like partnership dissolution and winding up. The Appendix also contains the partnership, limited partnership, and limited liability company statutes you will need for reference purposes.
Author: J. Dennis Hynes
Release Date: 2011-12-05
This is a condensed version of the hardbound casebook, designed for use by teachers who have limited time but still want a fairly full exposure to the law. The scope of coverage still includes all unincorporated forms of doing business. While new cases have been added and all materials have been updated, the main changes in this edition deal with partnerships and limited liability companies. Special attention is given to the effect of new or recently amended statutes, especially: • Uniform Limited Partnership Act (2001), and • Amendments to the Uniform Limited Liability Company Act. The accompanying publication, Selected Statutes and Form Agreements, includes the Uniform Partnership Act (1914), Uniform Partnership Act (1997), the Uniform Limited Partnership Act (1916), the Revised Uniform Limited Partnership Act (1976) with 1985 Amendments, the Uniform Limited Partnership Act (2001), the Uniform Limited Liability Company Act, a sample Limited Liability Operating Agreement, a sample General Partnership Agreement, the Uniform Statutory Form Power of Attorney Act, selected excerpts from the Restatement (Second) of Agency, and selected excerpts from the Restatement (Third) of Agency.
Author: Robert W. Hamilton
Publisher: Aspen Publishers
Release Date: 1996
Noted author Robert Hamilton provides a clear and concise guide to the most basic forms of business organizations. This brief paperback reference covers unincorporated businesses and closely held corporations -- the very entities your students are most likely to handle in practice. Business Organizations contains 14 chapters divided into three major sections: The Unincorporated Business -- a solid introduction to the entities, including agency, proprietorships, general partnerships, limited partnerships, limited liability companies, and limited liability partnerships The Corporation -- three chapters address organization and management of close corporations, financial aspects of closely held corporations, and 'the limits of limited liability and corporateness' Financial Tools of the Trade -- explains cash flows, income, and leverage, generally accepted accounting principles, how to read and use financial statements, and valuation of an ongoing business. With its tight focus on essentials, Business Organizations avoids superfluous detail. An extensive glossary of terms defines all key phrases in the book. Students who need a manageable overview of the terms and concepts they will encounter in practice can depend on Professor Hamilton's indispensable paperback.
Author: Robert L. Symonds
Publisher: Aspen Publishers Online
Release Date: 2006-01-01
Symonds & O'Toole on Delaware Limited Liability Companies by renowned experts Robert L Symonds, Jr. and Matthew J. O'Toole combines practice-based Delaware LLC insights, completely current coverage, and up-to-date forms presented in logical order, allowing you to confidently represent your clients from start to finish. Everything you need to know about Delaware Limited Liability Companies is included in this one easy-to-use reference, complete with Bonus Delaware LLC Forms CD-ROM. Since the 1988 IRS ruling permitting the advantages of pass-through tax reporting, the number of Delaware Limited Liability Companies formed annually has increased at an explosive rate. Symonds & O'Toole on Delaware Limited Liability Companies provides practical evaluation of the Delaware Limited Liability Company, expertly analyzing the most current Delaware LLC law, as well as the underlying principles and reasoning, allowing you to master the specific issues facing Delaware LLC practitioners today, and to find workable approaches to potentially problematic Delaware LLC situations. Symonds & O'Toole on Delaware Limited Liability Companies is the first resource to include complete coverage of all 2006 statutory changes regarding: Filings of Delaware LLC Documents with the Secretary of State Delaware Limited Liability Company management Fundamental Transactions, including Delaware LLC mergers, conversion and consolidation of other entities into the Delaware LLC (and Delaware LLC into other entities) Everything you need to know about a Delaware Limited Liability Company is found in this one easy-to-use reference: Expert "how to" guidance on drafting Delaware Limited Liability Company agreements Extensive Tables covering changes to the Delaware limited Liability Company Act and Delaware LLC case law Delaware LLC Forms for practitioners drafted by experienced practitioners Reliable In-Depth, Expert Coverage of all 2006 Delaware LLC statutory amendments About Authors Robert L. Symonds Jr. and Matthew J. O'Toole: Robert L. Symonds Jr. and Matthew J. O'Toole are shareholders and directors in the Delaware office of Stevens & Lee P.C. Both have broad experience with the structuring and use of Delaware business entities. Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act, and is a member of the Delaware State Bar Association's committee charged with reviewing and proposing amendments to the Delaware Statutory Trust Act. Mr. O'Toole is a member of the Council of the Corporation Law Section of the Delaware State Bar Association. Mr. Symonds and Mr. O'Toole both serve on the Delaware State Bar Association's committee that reviews and proposes amendments to Delaware's Limited Liability Company and Partnership Statutes, and Mr. Symonds is immediate past Chair of that committee.
Author: Cch State Tax Law Editors
Release Date: 2008-03-01
Genre: Business & Economics
This comprehensive reference provides an authoritative source of essential information for those who work with personal income tax issues in New York. It is also a great companion to CCH's Guidebook to New York Taxes, reproducing full text of the New York State laws concerning personal income taxes -- Article 9A, Articles 22, 30, 30-A, 30-B, 40, and 41, as well as pertinent regulations promulgated by the NY Department of Taxation and Finance. This new edition reflects the law as amended through January 1, 2008. Key legislative changes from the previous year affecting New York State personal income taxes are described in a special Highlights section for at-a-glance review and are also incorporated in the law text. To help pinpoint information quickly and easily, this volume also provides a helpful detailed Topical Index, Law and Regulation Finding Lists, and a list of Tax Law Sections Amended in 2007.
Author: Cheryl D. Block
Publisher: Aspen Publishers Online
Release Date: 2004
Genre: Business & Economics
The two-step method of the Examples & Explanations Series is especially appropriate for the complex and dynamic area of corporate taxation, and this new edition delivers precisely the right information to lead students to a deeper understanding of the field. The book provides a clear, straightforward introduction to the principles of corporate taxation, as well as examples illustrating how those principles apply in typical cases: the cradle-to-grave approach to the topic begins with incorporation and ends with liquidation, mirroring the way most corporate tax courses are taught distinctive Examples & Explanations Series questions and answers at the end of each chapter give students practice applying concepts covered in the text numerous diagrams allow students to make concepts concrete The Third Edition keeps pace with rapid developments: major new developments in the acquisitions area since 2001 are addressed in Part Five B: Tax-Free Reorganization changes resulting from the newly passed tax legislation, particularly those relating to dividends, are covered in detail in Chapter 1 (general tax rates) and throughout the entire text Chapter 12 includes a new example and explanation on acquisitions transactions all explanations now reflect the new legislation the entire text has been thoroughly update Join the many satisfied users who depend on Examples & Explanations: Corporate Taxation to show their students how classroom discussion actually applies in practice.
Author: William A. Klein
Publisher: Foundation Press
Release Date: 2011-12-01
This book is a collection of edited cases, original text, questions, and problems designed for use in a law school level course on agency, partnerships, and limited liability entities. A key feature of this casebook is the extensive coverage of limited liability entities, especially unincorporated limited liability companies (LLCs). The authors include cases on such LLC topics as formation, interpretation of the operating agreement, piercing the LLC "veil," fiduciary obligation, expulsion of an LLC member, and dissolution. Also included is a section on the question of whether membership interests in LLCs and limited partnerships are a security.
Author: Andrew S. Gold
Publisher: OUP Oxford
Release Date: 2014-08-14
Fiduciary law is a critically important body of law. Fiduciary duties ensure the integrity of a remarkable variety of relationships, institutions, and organizations. They apply to relationships of great personal significance, including in some jurisdictions the relationship between parents and children. They structure a wide variety of commercial relationships, and they are essential to the regulation of relationships between professional service providers and their clients, including relationships between lawyer and client, doctor and patient, and investment manager and client. Fiduciary duties, perhaps uniquely in private law, challenge traditional ways of marking the boundaries between private and public law, inasmuch as they figure prominently in public governance. Indeed, there is even a storied tradition of thinking of the authority of the state in fiduciary terms. Notwithstanding its importance, fiduciary law has been woefully under-analysed by legal theorists. Filling this gap with a series of chapters by leading theorists, this book includes chapters on: the nature of fiduciary relationships, the connection between fiduciary duties and morality, the content and significance of fiduciary loyalty, the economic significance of fiduciary law, the application of fiduciary principles to public law and international law, the import of fiduciary relationships to theories of authority, and various other fundamental topics in the field. In many cases, new and important questions are raised by the book's chapters. Indeed, this book not only offers a much-needed theoretical assessment of fiduciary topics, it defines the field going forward, setting an agenda for future philosophical study of fiduciary law.
Author: M. Brent Leonhard
Publisher: American Bar Association
Release Date: 2009
As American Indian Nations continue to grow and thrive in the twenty first century many have engaged in significant expansion of their business practices. Unfortunately, there are few resources to assist a practitioner in forming successful tribal contracts despite the fact that many tribal governments enter into hundreds of contracts a year. This book strives to provide such a resource. The book provides a general background that every practitioner should be aware of when either engaging in business transactions with tribes or providing representation to tribes when they contract with outside entities. It covers various areas of federal Indian law that have a significant impact on these relationships, and chapters written to give a practitioner an understanding of basic principles of tribal economies, contract drafting, and federal contract law. Also included are several sample contracts designed for tribes, including a professional services contract, a general consulting contract, and a master agreement.
Author: Robert W. Hamilton
Publisher: Aspen Publishers Online
Release Date: 2007
Attorney's Guide to Business and Finance Fundamentals is an essential resource for attorneys practicing in the business, commercial and corporate areas, covering such essential topics as: business formation and organization business valuation corporate securities dividends and distribution mergers and takeovers S corporation formations and related tax rules Completely updated, this lucid and authoritative new edition includes significant new material dealing with: 'split Dollar' Life Insurance Accrual Accounting The Public Company Accounting Reform and Investor Protection Act (Sarbanes-Oxley) and the Conduct of Audits and Audit Committee Independence Awards in Connection with Securities Fraud Now Non-dischargeable in Bankruptcy New Tax Laws on Dividends and Capital Gains Sarbanes-Oxley and the effect in Corporate Directors and Corporate Loans State Control Acquisitions Statutes
Author: Eric J. Barr
Publisher: John Wiley & Sons
Release Date: 2014-10-09
Genre: Business & Economics
The clarity and guidance valuation analysts have been thirsting for The business appraisal community regularly names the valuation of pass-through entities as a major issue of concern. Courts, appraisers, and the IRS have long been at odds on the topic, and the contention within the appraisal community itself over methods and inputs further complicates the issue. Valuing Pass-Through Entities provides clarity for the analyst tasked with valuation, offering clear explanations of the different perspectives and approaches to the process. Valuing Pass-Through Entities cuts through the chatter to: Explain the advantages and limitations of different types of pass-through entities Analyze the different viewpoints currently dividing the appraisal community Gain a fresh perspective on landmark cases Explain how to properly utilize a court-tested model Examine detailed sensitivity analyses of different inputs under the income and market approaches The book includes illustrative examples, templates, and a useful technical supplement, plus case studies that demonstrate the real-world effects of various pass-through entity valuation methods and inputs. Detailed analyses and an easy-to-apply model simplify the process while positively affecting outcomes. The companion website provides the text of landmark court decisions, a blog featuring industry trends and tidbits, additional articles, and the insight of the author and other industry leaders. Valuation requires the successful juggling of multiple variables, many of which can have a major impact on value. Analysts need to know how to balance each factor and apply the appropriate rates and discounts, but a lack of standard practice often leaves the issue too subjective. Valuing Pass-Through Entities clears the air, providing real-world guidelines and tools.