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.
Unincorporated Business Entities (US Farm Credit Administration Regulation) (FCA) (2018 Edition) The Law Library presents the complete text of the Unincorporated Business Entities (US Farm Credit Administration Regulation) (FCA) (2018 Edition). Updated as of May 29, 2018 The Farm Credit Administration (FCA, we, us, or our) issues this final rule to establish a regulatory framework for Farm Credit System (System) institutions' use of unincorporated business entities (UBEs) organized under State law for certain business activities. A UBE includes limited partnerships (LPs), limited liability partnerships (LLPs), limited liability limited partnerships (LLLPs), limited liability companies (LLCs), and any other unincorporated business entities, such as unincorporated business trusts, organized under State law. The final rule does not apply to UBEs that one or more System institutions may establish as Rural Business Investment Companies (RBICs) pursuant to the institutions' authority under the provisions of title VI of the Farm Security and Rural Investment Act of 2002, as amended (FSRIA), and United States Department of Agriculture (USDA) regulations implementing FSRIA. This rule does apply, however, to System institutions that organize UBEs for the express purpose of investing in RBICs. This book contains: - The complete text of the Unincorporated Business Entities (US Farm Credit Administration Regulation) (FCA) (2018 Edition) - A table of contents with the page number of each section
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.
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.
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 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.
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 volume focuses upon the processes by which new business organization forms have developed in the US, UK, and continental Europe. Part I addresses the theoretical developments in partnership and close corporation law. In Part II, the contributors offer insights into the forces shaping theevolution of partnership-type business forms in the US, UK, and several European jurisdictions, and Part III provides detailed analyses of the Limited Liability Company (LLC), Limited Liability Partnership (LLP), the European Private Company, and the Dutch partnership form.The debate on the design of business organization forms adapted to meet the current needs of a range of closely held firms has gained momentum amid the continuing pressures to supply the most competitive business form for small and medium-sized enterprises (SMEs). Which economic and political forcesare responsible for the emergence of new limited liability forms for SMEs? Over the last decade this question has often been addressed, as corporate law scholars, practitioners, and policymakers have increasingly directed their attention towards introducing partnership-type business forms. In theUS, states have incentives to take a proactive attitude towards legislative innovations in the field of business organization law, so as to capture and retain closely held firms. In recent years, a rapid succession of statutory innovations of partnership forms (such as the introduction of the LLCand rapid adoption of the LLP) have transformed business organization law.Similar processes can also be identified in the UK and continental Europe. While the EC has pursued the harmonization of the law of public corporations, there has been no real attempt to adopt a series of similar measures for the benefit of closely held firms. A group of European business leadersand experts, however, have drafted recently a business organization statute appropriate for SMEs engaged in cross-border business.
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.
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.
Practical Guide to Partnerships and LLCs (3rd Edition), by Robert Ricketts and Larry Tunnell, discusses the complex issues involving partnership taxation with utmost clarity. It uses hundreds of illustrative examples, practice observations, helpful charts and insightful explanations to make even the most difficult concepts understandable. The book reflects the authors' penchant for communicating the pertinent facts in very direct language and creating a context for understanding the multifaceted issues and applying them to practice.
The clarity and guidance valuation analysts have beenthirsting for The business appraisal community regularly names the valuationof pass-through entities as a major issue of concern. Courts,appraisers, and the IRS have long been at odds on the topic, andthe contention within the appraisal community itself over methodsand inputs further complicates the issue. Valuing Pass-ThroughEntities provides clarity for the analyst tasked withvaluation, offering clear explanations of the differentperspectives and approaches to the process. Valuing Pass-Through Entities cuts through the chatterto: Explain the advantages and limitations of different types ofpass-through entities Analyze the different viewpoints currently dividing theappraisal community Gain a fresh perspective on landmark cases Explain how to properly utilize a court-tested model Examine detailed sensitivity analyses of different inputs underthe income and market approaches The book includes illustrative examples, templates, and a usefultechnical supplement, plus case studies that demonstrate thereal-world effects of various pass-through entity valuation methodsand inputs. Detailed analyses and an easy-to-apply model simplifythe process while positively affecting outcomes. Thecompanion website provides the text of landmark court decisions, ablog featuring industry trends and tidbits, additional articles,and the insight of the author and other industry leaders. Valuation requires the successful juggling of multiplevariables, many of which can have a major impact on value. Analystsneed to know how to balance each factor and apply the appropriaterates and discounts, but a lack of standard practice often leavesthe issue too subjective. Valuing Pass-Through Entitiesclears the air, providing real-world guidelines and tools.
Cross-Border for Beginners is an educational text for those opening their first business in NYC or the U.S. and leasing, purchasing or building space. Not just for lawyers, but has some good ideas for commercial brokers, facilities managers, accountants and the retail focused as well.

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