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California Limited Liability Company: Forms and Practice Manual (Special Chapter on Nevada)

by Gerald V. Niesar, Esq., Benjamin Berk, Esq., Ellen Kaye Fleishhacker, Esq.,

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$349.90
  • Updated annually
  • First Edition published 1994
  • 3 volumes, 2,310+ pages, 260+ forms
  • Includes a forms CD
  • ISBN# 1-57400-010-1

California Limited Liability Company: Forms and Practice Manual (Special Chapter on Nevada)

California Limited Liability Company: Forms and Practice Manual

Prominent California attorneys have drawn from their extensive experience and collaborated to bring you strategies and forms for virtually every situation you may encounter in this newly revised three-volume Manual featuring a bonus CD with more than 260 electronic forms.

This extensive, updated manual, with more than 2,300 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 California state laws. Included are customizable electronic forms as well as explanations and planning strategies for the LLC business structure. There is also an entire chapter devoted to the Nevada LLC Act written by Rew R. Goodenow, Esq.

Significant matters addressed in this Supplement

  • Regarding the Tax Cuts and Jobs Act of 2017, a discussion and a useful chart, with a particular focus on the 20% deduction for certain pass-through entities and choice of entity issues, have been added as new Paragraph 1.17.
  • The review of California law relating to “finders” in Paragraph 1.7.2.4 has been updated to cover recent California law as well as a pending Bill in Congress that could have a significant effect on this difficult area of law.
  • The Curci case allowing “reverse piercing” for California LLCs is reviewed in Paragraph 1.13.4.2 as well as further discussion in Paragraph 12.2 pointing out the apparently erroneous application of California law where it appears Delaware law should have been followed.
  • A new form of Operating Agreement that provides for Classes of Membership Interests with differing economic and management rights is included as Appendix D9.

 

Gerald V. Niesar, Esq., is a partner in the Business Group of the San Francisco firm Niesar & Vestal LLP, where his practice centers on general representation of emerging public and private companies in the industries of high technology, service, manufacturing, distribution, and retail. Mr. Niesar received his B.S. from the University of Pennsylvania, Wharton School of Finance and Commerce and his LL.B. (cum laude), from the University of Pennsylvania Law School.

Benjamin Berk, Esq., is a transactional partner in the Tax Group of Arnold & Porter Kay Scholer LLP.  Mr. Berk regularly advises clients on partnership, corporate and international tax matters, focusing on private equity, real estate, and hedge funds.  

Ellen Kaye Fleishhacker, Esq., is a partner in the firm of Arnold & Porter Kaye Scholer LLP. Her practice focuses on a broad range of investment management related matters, such as: representation of sponsors and investors in private equity funds, venture funds, hedge funds, estate partnerships, and limited liability companies. Ms. Fleishhacker received her B.A. (with high honors) from UC Berkeley; her M.B.A. from UC Berkeley, Haas School of Business; and her J.D. from UC Berkeley, School of Law.

» View Full Table of Contents [PDF]

SUMMARY TABLE OF CONTENTS

PART I: ORGANIZATION

Chapter 1: Introduction

Chapter 2: Formation and Organization

PART II: OPERATIONS

Chapter 3: The Operating Agreement

Chapter 4: Organization of the LLC

Chapter 5: Limited Liability Company Capital

Chapter 6: Allocation and Distribution Provisions

Chapter 6A: LLCs Electing to be Taxed as S Corporations

Chapter 7: Management Provisions

Chapter 8: Transfer and Buy Sell Provisions

Chapter 8A: Preparing for Business Succession

Chapter 9: Dissolution

Chapter 10: Books, Records, Accounting and Miscellaneous Provisions

PART III: MISCELLANEOUS

Chapter 11: Reorganization of the LLC

Chapter 12: Foreign Limited Liability Companies

Chapter 13: Use of LLCs by Professionals in California

Chapter 14: Limtied Liaiblity Partnerships

Chapter 15: Compensation Strategies for the LLC

Chapter 16: The Nevada LLC Act

Chapter 17: LLCs Forms for Specific Purposes

Chapter 18: Bankruptcy Issues Concerning LLCs

PART IV: APPENDICES

PART V: LLP AND LLC CASES

PART VI: INDICES

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