Unincorporated Business Entities

Author: Larry E. Ribstein
Publisher: LexisNexis
ISBN: 9780327191506
Release Date: 2013-12-04
Genre: Law

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.

Business Organizations

Author: Robert W. Hamilton
Publisher: Aspen Publishers
ISBN: STANFORD:36105061906736
Release Date: 1996
Genre: Law

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.

Agency Partnership and the LLC

Author: J. Dennis Hynes
Publisher:
ISBN: 1632847949
Release Date: 2016-03-01
Genre: Agency (Law)

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

Author: WILLIAM A. KLEIN
Publisher: Foundation Press
ISBN: 1640209077
Release Date: 2018-08-13
Genre:

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.

The Rise of the Uncorporation

Author: Larry E. Ribstein
Publisher: Oxford University Press on Demand
ISBN: 9780195377095
Release Date: 2010
Genre: Business & Economics

"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 Enterprises Legal Structures Governance and Policy

Author: Douglas M. Branson
Publisher: LexisNexis
ISBN: 9780327175926
Release Date: 2012-08-06
Genre: Law

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.

Symonds and O Toole on Delaware Limited Liability Companies

Author: Robert L. Symonds
Publisher: Aspen Publishers Online
ISBN: 9780735555983
Release Date: 2006-01-01
Genre: Law

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.

Corporate Taxation

Author: Cheryl D. Block
Publisher: Aspen Publishers Online
ISBN: 9780735539679
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.

Industrializing English Law

Author: Ron Harris
Publisher: Cambridge University Press
ISBN: 0521662753
Release Date: 2000-06-19
Genre: Business & Economics

This 2000 book addresses the discrepancy between the developing economy of England and the stagnant legal framework of business organization between 1720 and 1844.

Philosophical Foundations of Fiduciary Law

Author: Andrew S. Gold
Publisher: OUP Oxford
ISBN: 9780191005299
Release Date: 2014-08-14
Genre: Law

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.

Cases and Materials on Business Entities

Author: Eric A. Chiappinelli
Publisher: Wolters Kluwer Law & Business
ISBN: 9781454898320
Release Date: 2018-03-30
Genre: Law

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.