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New York Limited Liability Company: Forms and Practice Manual

by Amanda H. Nussbaum, Esq. and Michael E. Callahan, Esq.

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  • Updated annually
  • Third Edition published 1998
  • 2 volumes, 1,430+ pages, 215+ forms
  • Includes a forms CD
  • ISBN# 1-57400-035-7

New York Limited Liability Company: Forms and Practice Manual

New York Limited Liability Company: Forms and Practice Manual

Prominent New York attorneys, Amanda H. Nussbaum, Esq. and Michael E. Callahan, 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 changes to the New York Limited Liability Company Law, which impose liability on certain LLC members for unpaid wages owed to employees.
  • Updated withholding and tax matters partner provisions.
  • Discussion of proposed Treasury Regulations concerning disguised payments for services.
  • Summary of changes to the Metropolitan Commuter Transportation Mobility Tax rules.

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.

Michael E. Callahan, Esq. is a partner in the Corporate Department of Proskauer Rose LLP. His practice primarily focuses on representing strategic companies and private equity sponsors in mergers and acquisitions, including auctions and privately negotiated transactions,growth equity financings, joint ventures and other strategic transactions. Michael also serves as day-to-day legal advisor to many of the portfolio companies owned or controlled by his sponsor clients and is actively involved in many aspects of their businesses, including add-on acquisitions, commercial arrangements, debt and equity fi nancings, recapitalizations and executive compensation matters. He has handled transactions for clients in a wide range of industries, including, sports; financial services; health care; information technology; education; media; marketing; and business services. He is a magna cum laude graduate of Drew University and received his J.D. from Rutgers University School of Law, where he was elected to the Order of the Coif.

» View Full Table of Contents [PDF]



Chapter 1: Introduction

Chapter 1A: Analytic Comparison Between the Delaware and New York Limited Liability Company Statutes; Additional Overview

Chapter 2: Formation and Organization


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


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



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