Unincorporated Business Entities

Author: Larry E. Ribstein,Jeffrey M. Lipshaw

Publisher: LexisNexis

ISBN: 0327191503

Category: Law

Page: N.A

View: 7229

Release On

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.

Agency, Partnership, and the LLC

The Law of Unincorporated Business Enterprises: Cases, Materials, Problems

Author: J. Dennis Hynes,Mark J. Loewenstein

Publisher: N.A

ISBN: 9781632847942

Category: Agency (Law)

Page: 670

View: 3785

Release On

This book is an abridged version of the same title. This abridged version provides cases and materials on agency law and on unincorporated business entities: general partnerships, limited partnerships, and limited liability companies. This edition is particularly designed for one or two credit hour courses that are limited to these topics. It first develops the principles of agency law and then draws on those foundational principles in exploring partnerships and limited liability companies. Problems are provided after key sections to enhance discussion and review of various key concepts.

Agency, Partnerships, and Limited Liability Entities

Unincorporated Business Associations

Author: WILLIAM A. KLEIN,J. Ramseyer,Stephen Bainbridge

Publisher: Foundation Press

ISBN: 9781640209077

Category:

Page: 667

View: 816

Release On

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. This edition has been meticulously updated with important cases and rules.

Business Organizations

Unincorporated Businesses and Closely Held Corporations : Essential Terms and Concepts

Author: Robert W. Hamilton

Publisher: Aspen Publishers

ISBN: N.A

Category: Law

Page: 460

View: 2952

Release On

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.

Business Enterprises: Legal Structures, Governance, and Policy

Author: Douglas M. Branson,Joan M. Heminway,Mark J. Loewenstein,Marc I. Steinberg,Manning G. Warren III

Publisher: LexisNexis

ISBN: 0327175923

Category: Law

Page: 986

View: 2629

Release On

This book undertakes a traditional, and inclusive, approach to the law of business organizations. The volume includes materials many books now on the market omit, such as agency and unincorporated business associations, while at the same time maintaining a wide breadth of coverage. As such, the book permits professors to emphasize closely held and other non-public companies while at the same time offering the basics on public company law and practice. Along these lines, the book includes materials on securities offerings, registration, exemptions from registration, and lawyers' responsibilities under the securities laws. Features that make this book a strong teaching tool and a strong learning tool include: • Chapter introductions that summarize and highlight the overall and contextual importance of chapter contents (rather than merely list and categorize the parts of the chapter); • Basic corporate finance nomenclature and other information necessary to an understanding of transactional business law, including individual chapters on basic corporate finance, corporate changes and change of control transactions; • Materials allowing for a comparison of laws and practices in other countries with those of the United States in key areas of study; and • Well-selected notes and problems that permit the integration of concepts and foster application skills at key junctures. This single text allows for coverage of law, underlying theory and policy, and practice skills. In one volume, the book contains material sufficient to educate a young lawyer to function in general business law practice. The emphasis has been on creating a teaching resource that is comprehensive in the view of the five experienced business law teacher-practitioner authors. This eBook features links to Lexis Advance for further legal research options.

The Rise of the Uncorporation

Author: Larry E. Ribstein

Publisher: Oxford University Press on Demand

ISBN: 0195377095

Category: Business & Economics

Page: 277

View: 5388

Release On

"So far the analysis of business associations largely has been limited to corporations. Yet unincorporated firms, including general and limited partnerships and limited liability companies, comprise about a third of the firms in the United States, and even larger percentages elsewhere in the world. The Rise of the Uncorporation covers the history, law, and finance of unincorporated firms." --Book Jacket.

Business Organizations

Author: Theresa A. Gabaldon,Christopher L. Sagers

Publisher: Wolters Kluwer Law & Business

ISBN: 1454876484

Category: Law

Page: 1120

View: 4574

Release On

Business Organizations is a pedagogically rich book recaptures student engagement in the course without sacrificing basic rigor. Transaction-oriented problems put the student in the practice role of advising a variety of businesses. Clear expository text provides context for cases. Features include: flowcharts, connections boxes, self-testing exercises, a series of interspersed exercises on ethics for business lawyers, a glossary of terms, and sidebars on numerical concepts and skills. Short, self-contained chapters facilitate the ability to teach them in almost any order. An online supplement includes a business concepts for lawyers module to be assigned as an instructor desires, as well as offers a variety of sample documents to show students the actual materials that lawyers work with every day. Key Features: Short, self-contained chapters make the book highly modular and enable professors to easily tailor the book to their syllabus. Detailed, problem-focused treatment of unincorporated entity issues and special transactional problems in counseling small businesses A free online supplement offers a module on business concepts for lawyers, and provides samples of documents that lawyers typically encounter.

Cases and Materials on Business Entities

Author: Eric A. Chiappinelli

Publisher: Wolters Kluwer Law & Business

ISBN: 1454898321

Category: Law

Page: 1008

View: 3780

Release On

Intended for the basic course in Business Organizations, Cases and Materials on Business Entities encompasses corporations, agency, partnership, and LLCs. Its extended coverage of alternative business entities distinguishes it from the more limited corporations-focused coverage of many business organizations texts. The author includes elaborate problems designed to help students become practice-ready as well as enhanced coverage of LLCs and principal cases that were decided within the last 20 years. The recipient of numerous teaching awards and a former clerk at the California Supreme Court and the U.S. District court, author Eric Chiappinelli has taught, written, and practiced extensively in business entities, corporate law, securities regulation, and civil procedure. Key Features: Over 20 new cases, including Shawe v. Elting (Del. 2017). All principal cases are less than 20 years old. Corporation chapters reflect MBCA (2016), and Partnership materials reflect UPA (2013). LLC chapter has been revised and updated. New materials on ultra vires and ultimate beneficiaries. New discussion of DGCL §§ 204 and 205 and MBCA (2016) Subchapter E (ratifying defective acts) New real-life examples: Kate Spade acquired by Coach and Toys “R” Us bankruptcy.

Symonds and O'Toole on Delaware Limited Liability Companies

Author: Robert L. Symonds,Robert L. Symonds, Jr.,Matthew J. O'Toole

Publisher: Aspen Publishers Online

ISBN: 0735555982

Category: Law

Page: 1402

View: 2089

Release On

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.

Emanuel CrunchTime for Property

Author: Steven L. Emanuel

Publisher: Wolters Kluwer Law & Business

ISBN: 1454870222

Category: Law

Page: 269

View: 9671

Release On

Emanuel CrunchTime provides the right information, in the right format, at the right time to prepare for exams. Based on the trusted Emanuel Law Outlines developed by a Harvard law student (while he was in law school), Emanuel CrunchTime skillfully employs flow charts so you can walk step-by-step through the major principles and topics in the course in a pattern that can be used to analyze any exam question. Abundant tips and ample review features help you approach the final with confidence. The Capsule Summary allows you to quickly review key concepts, and you can test your knowledge by working through the many Short-Answer QandA s. CrunchTime lets you practice your essay exam skills as well. Exams Tips based on hundreds of past law school and bar exam questions recap the legal issues commonly tested. CrunchTime study aids structure the maximum amount of information you can learn in the last week before exams. Developed for students by a Harvard law student (while he was in law school), Emanuel CrunchTime titles provide the trusted guidance of Emanuel Law Outlines in a tighter, briefer format for quick review at exam time. Flow Charts walk you through a series of yes/no questions that can be used to analyze any question on the exam. The Capsule Summary allows you to quickly review key concepts. You can test your knowledge by working through the ample Short-Answer QandA s, which are organized by topic. Exams Tips often based on hundreds of past law school and bar exam questions recap the legal issues commonly tested on exams for you. They explore fact patterns typically used to test those issues. CrunchTime allows you to practice your essay exam skills by answering questions asked on past exams. Flowcharts help you craft compelling essays, and you can compare your answers to the samples provided. CrunchTime aids structure the maximum amount of information you can learn in the last week before exams. Uniform in writing style and approach, you can be confident that any title in the series is of consistent quality. Every title is frequently updated and reviewed against new developments and recent cases covered in the leading casebooks.

Corporate Taxation

Examples and Explanations

Author: Cheryl D. Block

Publisher: Aspen Publishers Online

ISBN: 0735539677

Category: Business & Economics

Page: 529

View: 1976

Release On

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.


Family Law in Alabama: Practice and Procedure

Author: Rick Fernambucq,Gary Pate

Publisher: LexisNexis

ISBN: 152214336X

Category: Law

Page: N.A

View: 7979

Release On

Much more than a theoretical approach to divorce law, Family Law in Alabama is full of the kind of information and guidance that could only come from day-to-day experience. The expert authors assemble a wide variety of tools for use in everyday family practice - statutes, case law, forms, and guidance on every aspect of handling the case. Inside you'll find the statutes and cases you need every day, plus analysis and guidance on: • Client intake, jurisdiction, grounds and defenses • Settlements, agreements, temporary relief, and decrees for separation and maintenance • Alimony • Marital assets and liabilities • Child custody, visitation and support • Modification and enforcement of child custody, visitation and support • Attorney's fees, costs and expenses • Practice and evidentiary matters • Forms, pleadings and motions Family Law in Alabama is your comprehensive source for practice-oriented Alabama domestic law guidance.


The Law Market

Author: Erin A. O'Hara,Larry E. Ribstein

Publisher: Oxford University Press

ISBN: 9780199718481

Category: Law

Page: 288

View: 658

Release On

Today, a California resident can incorporate her shipping business in Delaware, register her ships in Panama, hire her employees from Hong Kong, place her earnings in an asset-protection trust formed in the Cayman Islands, and enter into a same-sex marriage in Massachusetts or Canada--all the while enjoying the California sunshine and potentially avoiding many facets of the state's laws. In this book, Erin O'Hara and Larry E. Ribstein explore a new perspective on law, viewing it as a product for which people and firms can shop, regardless of geographic borders. The authors consider the structure and operation of the market this creates, the economic, legal, and political forces influencing it, and the arguments for and against a robust market for law. Through jurisdictional competition, law markets promise to improve our laws and, by establishing certainty, streamline the operation of the legal system. But the law market also limits governments' ability to enforce regulations and protect citizens from harmful activities. Given this tradeoff, O'Hara and Ribstein argue that simple contractual choice-of-law rules can help maximize the benefits of the law market while tempering its social costs. They extend their insights to a wide variety of legal problems, including corporate governance, securities, franchise, trust, property, marriage, living will, surrogacy, and general contract regulations. The Law Market is a wide-ranging and novel analysis for all lawyers, policymakers, legislators, and businesses who need to understand the changing role of law in an increasingly mobile world.



A Comprehensive Review of Revised Article 9

Author: Willa E. Gibson

Publisher: N.A

ISBN: N.A

Category: Law

Page: 183

View: 5847

Release On

A Comprehensive Review of Revised Article 9 provides a detailed review and explanation of Revised Article 9 of the UCC by examining revisions made to areas of Scope, Attachment, Perfection, Priority, and Default provisions found within Article 9. The book treats each area separately with cross-referencing to other areas when necessarry to provide an in-depth analysis of Revised Article 9. For each area, the book provides a commentary concerning differences between Revised and Former Article 9, and it also includes detailed outlines of the revised rules. Many hypotheticals are included within the outlines to illustrate the legal application of the rules to both commercial and consumer financing transactions. The book also includes multiple choice questions for each of the revised areas along with discussions that identify the correct answers, and explain why the answers are correct as well as why the other choices are incorrect. The book is ideal for students or practitioners who need guidance in this new area of law, and can serve as a reference source for academicians.

Incorporating Your Business

Author: John Kirk

Publisher: McGraw-Hill Companies

ISBN: 9780809259021

Category: Business & Economics

Page: 184

View: 5494

Release On

In simple everyday language, Incorporating Your Business describes all the advantages and disadvantages of incorporating your small business or professional practice. You get authentic information about every step of the incorporating process: what it costs; whether or not to incorporate with a lawyer; how to meet incorporation regulations in your state; how many directors and officers to have; and how to minimalize state fees and taxes. Its dozens of money-saving ideas include: How to get the most favorable tax treatment and avoid problems with the I.R.S. How to put family members on your payroll for overall tax savings How to choose the right corporation structure best suited for your business--the Subchapter S corporation, the 1244 corporation, and the professional corporation, among others In addition, this book provides you with complete appendices for: Accounting and legal terms used in establishing and operating a corporation Bylaws that can be used or easily adapted to suit your business Minutes, notices, and proxy forms for meetings of shareholders and directors Sections of the I.R.S. code that deal with corporations John Kirk is a distinguished writer on business and financial subjects and is author of the bestseller How to Manage Your Money. He was assisted by the editors of The Professional Repor, the highly respected monthly publication for business owners.