Drafting Llc Operating Agreements 5th Edition

Drafting Limited Liability Company Operating Agreements is the only limited liability company ("LLC") formbook and practice manual that addresses in a comprehensive and sophisticated manner the entire process of planning, negotiating, and drafting LLC operating agreements and handling LLC formations. The book is written both for lawyers who are inexperienced in LLC formation practice and for those who are LLC experts. The book contains 71 chapters on LLC formation issues and related issues, 29 general-purpose model operating agreements, four special-purpose model operating agreements (including, for example, model operating agreements for series LLCs), and dozens of "plug-in provisions" to tailor operating agreements to the unique legal and tax needs of specific LLC members and managers. Changes in the Fifth Edition of Drafting Limited Liability Company include: Thoroughly updated content rewritten to suit modern trends and needs Complete reorganization to chapters making it easier to find the content you need Streamlined content for online purposes All forms previously available on the CD-ROM of this book have been updated and moved online for easy viewing and downloading Note: Online subscriptions are for three-month periods.

This essential resource enables you to negotiate, draft, and fine-tune LLC operating agreements for all basic types of LLCsand—in every U.S. jurisdiction! It delivers exclusive guidance on all 10 stages of the LLC formation process, and comes with a CD-ROM packed full of valuable material, including complete agreements, forms, and clauses all ready for immediate use. Newly expanded to two volumes, theand Fourthand Edition of Drafting Limited Liability Company Operating Agreements is the only limited liability company formbook and practice manual that addresses the entire process of planning, negotiating and drafting LLC operating agreements, and handling LLC formations. Providing hands-on guidance directly from John M. Cunningham, one of the acknowledged leaders in the field, Drafting Limited Liability Company Operating Agreements, Fourthand Edition, ensures that youand’re prepared to handle all legal and tax aspects of the LLC formation process for member-managed, manager-managed, single-member, and multi-member LLCs, including: Fiduciary issues and other critical business organization law issues facing the managers of multi-member LLCs Multi-member LLC partnership tax issues The unique legal and tax issues confronting owners of single-member LLCs Hidden issues in drafting articles of organization The complex issues of legal ethics when representing two or more clients in forming multi-member LLCs Only Drafting Limited Liability Company Operating Agreements, Fourthand Edition fully covers: The 10 main stages of the LLC formation process, providing detailed, practice-oriented comments on each and“Red flagsand” spotlighting common pitfalls and risks in LLC formation Key federal tax materials, including the and“Check-the-Box Regulationsand” and the IRSand’s guidelines on the application of the Self-Employment Tax to LLC members The current text of the Delaware Limited Liability Company Act And Drafting Limited Liability Company Operating Agreements, Fourthand Edition includes: All of the general-purpose model operating agreements you are likely to need to form both single-member and multi-member LLCs, designed for use in all 50 states and accompanied by line-by-line instructions Guidance through the entire, complex maze of legal, tax, and drafting issues An all-new section on protecting clientsand’ assets through LLCs Valuable exhibits, including a master table and various subsidiary tables of the Delaware Limited Liability Company Act provisions relevant to LLC formations Plus! Every clause, form, and complete agreement is on CD-ROMand—to speed the formation process and help save you time. To assist in your LLC formation practice, youand’ll also find a comprehensive survey of the rapidly expanding body of federal and state LLC case lawand—complete with clear summaries of the cases and indexes by both state and subject matter. Newly updated and expanded, Drafting Limited Liability Company Operating Agreements, Fourthand Edition, delivers all the forms, agreements and expert guidance every LLC practitioner should have on hand. and

Aspen Publishers' new Third Edition of Drafting Limited Liability Company Operating Agreements provides crystal-clear analysis and hands-on guidance from John M. Cunningham, one of the acknowledged leaders in the field. You'll find virtually everything you need to negotiate, draft, and fine-tune LLC operating agreements for all basic types of LLCs--member-managed, manager-managed, single-member, and multi-member--in any U.S. jurisdiction! Drafting Limited Liability Company Operating Agreements, Third Edition identifies the 10 main stages of the LLC formation process and gives you detailed, practice-oriented comments on each. In addition, you'll find valuable "red flags" spotlighting common pitfalls and risks; the text of key federal tax materials, including the "Check-the-Box Regulations" and the IRS's guidelines on the application of the Self-Employment Tax to LLC members; and the current text of the Delaware Limited Liability Company Act . Drafting Limited Liability Company Operating Agreements, Third Edition ensures that you're prepared to handle all legal and tax aspects of the LLC formation process including fiduciary issues and other critical business organization law issues facing the managers of multi-member LLCs ; multi-member LLC partnership tax issues; the unique legal and tax issues confronting owners of single-member LLCs; hidden issues in drafting articles of organization; and the complex issues of legal ethics when representing two or more clients in forming multi-member LLCs. To assist in your analysis, you'll find a comprehensive survey of the rapidly expanding body of federal and state LLC case law-- complete with clear summaries of the cases and indexes by both state and subject matter. Newly updated and expanded, Drafting Limited Liability Company Operating Agreements, Third Edition now offers a timely overview of the more than 1,100 significant LLC cases reported to date, and spotlights those specific cases with which every LLC practitioner should have detailed familiarity. Drafting Limited Liability Company Operating Agreements, Third Edition contains comprehensive, authoritative forms for all basic agreements and contract clauses likely to arise in LLC formations. These forms are designed for use in all 50 states and are accompanied by line-by-line instructions telling you exactly how and when to use them.

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

"This book is a practical, to-the-point text covering the fundamental working parts of a contract and how one should be prepared. It provides an overview of the issues and processes involved in drafting contracts and transactional documents. It enables students to analyze the basic structure of contracts and other deal documents and develop the macro and micro techniques used to efficiently create those documents with precision and clarity. It provides the principles necessary for an understanding of the common structures of transactional documents and their provisions that can then be applied to specific transactions. This book also covers some of the substantive laws that may affect contracts."--Publisher's website.