New York Limited Liability Company: Forms and Practice Manual
Prominent New York attorneys, Amanda H. Nussbaum, Esq. and Monica K. Arora, Esq., have drawn from their extensive experience to bring you strategies and forms for virtually every situation you may encounter in this newly revised two-volume Manual featuring a bonus CD with more than 200 electronic forms.
This comprehensive, updated manual, with its more than 1,300 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by thorough discussions and analyses of any changing federal and New York state laws. Plus, you’ll be expertly guided through an extensive selection of appropriate LLC forms using an easy-to-follow format. Included are electronic customizable forms,and explanations and planning strategies for the LLC business structure.
Recent Supplements address new and important discussions and forms, such as:
- Discussion of the Temporary Treasury Regulations, which clarify that an employee of a disregarded entity (“DRE”) cannot be a partner of the sole owner of the same DRE.
- Updated withholding provisions.
- Updated information on relevant state and federal findings in the appendices.
- Expansion of those professions required to be licensed and form a professional limited liability company, professional partnership or professional corporation.
Amanda H. Nussbaum, Esq. is a partner in the Tax Department of Proskauer Rose LLP, and also a memberof the Private Investment Funds Group. Her practice concentrates on planning for, and the structuring of, domestic and international private investment funds, including venture capital, buyout, real estate and hedge funds, and advises those funds on investment activities and operational issues. In addition, she has significant experience structuring taxable and tax-free mergers and acquisitions, real estate transactions and stock and debt offerings. Ms. Nussbaum regularly advises clients on the formation and operation of partnerships, limited liability companies, and other pass-through entities. She received her B.A. from Yeshiva University, her J.D.from Harvard Law School, and her LL.M. in taxation from New York University School of Law.
Monica K. Arora, Esq. is a partner in the Corporate Department of Proskauer Rose LLP. Her practice focuses on representing sponsors and institutional investors on a broad range of issues including fund formations, separate account structures, general partner and management company arrangements and secondary transactions. Monica advises sponsors across the full asset class on fund structuring, including private equity, real estate, infrastructure and debt. She works with private investment funds throughout their life cycle, advising on ongoing activity, with a particular emphasis on regulatory, compliance and operational matters. She received her undergraduate degree from the University of Chicago and received her J.D. from Georgetown University Law Center.
» View Full Table of Contents [PDF]
SUMMARY TABLE OF CONTENTS
PART I: ORGANIZATION
Chapter 1: Introduction
Chapter 1A: Analytic Comparison Between the Delaware and New York Limited Liability Company Statutes; Additional Overview
Chapter 2: Formation and Organization
PART II: OPERATIONS
Chapter 3: The Operating Agreement
Chapter 4: Organization
Chapter 4A: SIngle-member LLCs
Chapter 5: Limited Liability Company Capital
Chapter 6: Allocation and Distribution Provisions
Chapter 7: Management Provisions
Chapter 7A: Equity Compensation and the LLC
Chapter 8: Transfer and Buy-sell Provisions
Chapter 9: Dissolution
Chapter 10: Books, Records, and Accounting
PART III: MISCELLANEOUS
Chapter 11: Reorganization of the LLC
Chapter 12: Doing Interstate Business
Chapter 13: Derivative Actions
Chapter 14: Professional Limited Liability Companies
Chapter 15: Refistered Limited Liability Partnerships
Chapter 16: State and Local Tax Issues
PART IV: APPENDICES
PART V: INDICES