Lubaroff Altman On Delaware Limited Partnerships

The first complete guide containing everything needed to form, operate and dissolve a Delaware limited partnership, including forms prepared by the authors, explanations of every statutory section, and analysis of fiduciary duties, protections, reorganization, foreign limited partnerships, derivative actions, and indemnification rights. By Martin I. Lubaroff and Paul M. Altman. The text of every section of the Delaware Revised Uniform Limited Partnership Act, as revised from 1983 through 2011, is set out in full, showing additions and deletions in each version of the act. The explanations of every statutory section cover all practical aspects of forming, operating, and dissolving a limited partnership. Thorough explanations of statutory provisions are integrated with detailed analysis of case law from Delaware. Plus, timely coverage is given to critical legal issues: Fiduciary duties of the partners Protections related to the liability of limited partners Defining the financial aspects of the limited partnership General and limited partners Reorganization of a limited partnership with or into other types of business entities Foreign limited partnerships Derivative actions Indemnification rights that can be granted to partners under a partnership agreement Delaware limited liability companies

Lubaroff and Altman on Delaware Limited Partnerships is the first complete guide containing everything needed to form, operate and dissolve a Delaware limited partnership. Includes forms prepared by the authors, explanations of every statutory section, and analysis of fiduciary duties, protections, reorganization, foreign limited partnerships, derivative actions, and indemnification rights. By Martin I. Lubaroff and Paul M. Altman. The text of every section of the Delaware Revised Uniform Limited Partnership Act, as revised from 1983 through 2011, is set out in full, showing additions and deletions in each version of the act. The explanations of every statutory section cover all practical aspects of forming, operating, and dissolving a limited partnership. Thorough explanations of statutory provisions are integrated with detailed analysis of case law from Delaware. Plus, timely coverage is given to critical legal issues: Fiduciary duties of the partners Protections related to the liability of limited partners Defining the financial aspects of the limited partnership General and limited partners Reorganization of a limited partnership with or into other types of business entities Foreign limited partnerships Derivative actions Indemnification rights that can be granted to partners under a partnership agreement Delaware limited liability companies Previous Edition: Lubaroff and Altman on Delaware Limited Partnerships, ISBN 9781567062885

Drafting Delaware LLC Agreements: Forms and Practice Manual provides a comprehensive and sophisticated analysis of the Delaware Limited Liability Company Act from an entity formation viewpoint and sets forth extensive practical guidelines for lawyers planning, negotiating and drafting Delaware LLC agreements. Among other features: The book exhaustively identifies the definitional, mandatory, default and permissive provisions critical in forming Delaware LLCs, and it addresses in detail the more important of these provisions. It contains detailed criteria and practical examples for use in choosing among Delaware LLCs and other types of Delaware entities, including limited partnerships and corporations, In business entity formations (“non-tax choice of entity”). To the authors’ knowledge, it provides the most complete analysis of the series LLC provisions of the Delaware Act currently available in LLC literature. It provides in digital form model LLC agreements that address all of the various ownership structures, management structures and tax structures that Delaware LLC formation clients may need—a total of nine agreements for single-member LLC s and 33 for multi-member LLCs. Finally, The book contains plain-English explanations for lawyers who are not tax specialists concerning all principal federal and state tax issues likely to be important to Delaware entity formation clients. A CD containing customizable agreements, For ease of use, along with the full text of the Delaware Limited Liability Company Act is included with your purchase! SPECIAL OFFER… Get the latest monthly edition of Drafting Delaware LLC Agreements: Forms and Practice Manual E-Newsletter. Download your FREE E-Newsletter NOW ! The co-authors of the book and E-Newsletter are John M. Cunningham, The author of Drafting Limited Liability Company Operating Agreements (Aspen Publishers), The leading generic (i.e., non-state specific) LLC form book and practice manual; and Vernon R. Proctor, a partner and co-founder of Proctor Heyman LLP, a Wilmington, Delaware business litigation law firm. Mr. Proctor is a member of the Delaware State Bar Association committee that annually updates the Delaware LLC Act And The other Delaware “alternative entity” statutes .

Helps you dissect any proposed transaction, spot the issues that need to be addressed, and achieve a successful outcome. This book includes discussions on: building a successful partnership, joint venture and strategic alliance; choice of entity considerations; fiduciary duties; tax and regulatory issues; and the role of lawyers.

Business Planning: Financing the Start-Up Business and Venture Capital Financing, Third Edition uses a simulated deal format that is drawn from the “deal-files” of real world practicing lawyers. It integrates the teaching of transactional lawyering skills with the presentation of new substantive law that is critical to the success of a junior corporate lawyer practicing in a transactional setting. The book gives students an overview of the range of substantive law that lawyers representing new businesses need to be versed in. To bridge the gap between law school and practice, the authors integrate excerpts from sources authored by experienced practitioners, thus bringing practical and real-world insights to students. Shannon Treviño joins as co-author on the new edition. Key Features: Integrated teaching of transactional lawyering skills with the presentation of substantive law that is critical to the success of a junior corporate lawyer practicing in a transactional setting. Analysis of both the legal issues and the business considerations that must be taken in to account in planning the structure and negotiating the terms of a capital raising transaction for an early stage company. A simulated deal format to provide a real-world appreciation of the “life cycle of a deal,” with a new simulated client whose business is focused on addressing a need in the autonomous vehicle industry, which presents a timely topic for faculty to engage with students on at every juncture of the course. Graded memo assignments that are representative of the work assignments expected of a junior corporate lawyer practicing in a transactional setting and that relate directly to the substantive material that is part of the casebook reading assignments. A thoroughly revised Chapter 4 regarding federal securities laws, incorporating numerous legislative changes that have been adopted or have become effective since the publication of the second edition. Significant additions to Chapter 8, including an updated overview of venture capital and a broader discussion of the capital formation process prior to venture capital financing.

While the partnership has been a viable alternative to incorporation for centuries, the much more recent limited liability company (LLC) has increasingly become the business organization of choice for new firms in the United States. This Handbook inclu