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.
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.
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.
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.
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.
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.
This book offers pointers on structuring the transaction, preparing the proxy statement and Schedule 13E-3, and defines the roles of the board of directors/committees, independent directors, and more.
This 2000 book addresses the discrepancy between the developing economy of England and the stagnant legal framework of business organization between 1720 and 1844.
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.
"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.
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
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.
This book examines the limited liability business forms that have recently emerged, and seeks to identify the forces that have led to the emergence of new business forms for small and medium-sized businesses. Focusing on the US, UK, and continental Europe, the contributors analyse the Limited Liability Company, the Limited Liability Partnership, and the new business forms proposed in Europe.
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.
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.
The concept of learning to ‘think like a lawyer’ is one of the cornerstones of legal education in the United States and beyond. In this book, Jeffrey Lipshaw provides a critique of the traditional views of ‘thinking like a lawyer’ or ‘pure lawyering’ aimed at lawyers, law professors, and students who want to understand lawyering beyond the traditional warrior metaphor. Drawing on his extensive experience at the intersection of real world law and business issues, Professor Lipshaw presents a sophisticated philosophical argument that the "pure lawyering" of traditional legal education is agnostic to either truth or moral value of outcomes. He demonstrates pure lawyering’s potential both for illusions of certainty and cynical instrumentalism, and the consequences of both when lawyers are called on as dealmakers, policymakers, and counsellors. This book offers an avenue for getting beyond (or unlearning) merely how to think like a lawyer. It combines legal theory, philosophy of knowledge, and doctrine with an appreciation of real-life judgment calls that multi-disciplinary lawyers are called upon to make. The book will be of great interest to scholars of legal education, legal language and reasoning as well as professors who teach both doctrine and thinking and writing skills in the first year law school curriculum; and for anyone who is interested in seeking a perspective on ‘thinking like a lawyer’ beyond the litigation arena.
St. Vincent and the Grenadines (SVG) is exposed to money laundering (ML) and financing of terrorism (FT) risk related to drug trafficking and international criminal groups. The financing of terrorism has also been criminalized and is largely in conformity with the Suppression of the Financing of Terrorism (SFT) Convention. The legal and institutional framework regarding the cross-border transportation of cash and bearer instruments is largely in place. The preventive measures regime covers most of the financial and designated nonfinancial businesses and professions (DNFBP) sectors as required under the Financial Action Task Force (FATF) Recommendations.