SUPPLEMENT UPDATE: New Jersey Limited Liability Company Forms and Practice Manual, July 2022 (2.24)

by Lawrence A. Goldman, Esq. and Alyce C. Halchak, Esq.

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SUPPLEMENT UPDATE: New Jersey Limited Liability Company Forms and Practice Manual, July 2022 (2.24)

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EDITORS AND AUTHORS

Lawrence A. Goldman, Esq., a director in the Corporate Practice Group of Gibbons, P.C., counsels middle market and smaller public company clients on a broad array of corporate and transactional matters focusing on mergers and acquisitions, capital formation and finance, private placements and securities law compliance, corporate restructuring, and the organization and governance of joint ventures, limited liability companies, and other alternative business entities. He has substantial experience in representing audit committees and other special board committees in corporate governance and internal investigation matters, and is a frequent speaker on corporate and business law matters. Mr. Goldman received his A.B. degree from Colgate University (cum laude), his J.D. degree from Boston University, and his LL.M. in taxation from New York University School of Law.

Alyce C. Halchak, Esq., is a director in the Corporate Practice Group of Gibbons, P.C. Her practice is principally transactional with a concentration in the areas of mergers and acquisitions, leveraged leasing, corporate, and compensation counseling. She has extensive experience handling a wide variety of business transactions, including U.S. and foreign multi-party acquisitions, divestitures, and financings, as well as the counseling of public and private companies on governance and regulatory matters, and structuring compensation packages and other benefit plans. Ms. Halchak received her B.A. degree from Marywood College (cum laude), her J.D. degree from The Catholic University of America, Columbus School of Law, and her LL.M. in taxation from New York University School of Law.

CONTRIBUTING AUTHORS

Johnathan Liss is counsel in the Business and Commercial Litigation Group of Gibbons P.C. He received his B.S. degree and J.D. from New York University.

Steven H. Sholk is a director in the Corporate Practice Group where he specializes in employment compensation and income tax planning for business transactions. He has published several articles and is a lecturer for the New Jersey Society of Certified Public Accountants. Mr. Sholk received his undergraduate degree from Rutgers College, a J.D. degree with honors from the University of North Carolina, and an LL.M. in Taxation from New York University.

Peter J. Ulrich is a director in the Corporate Practice Group where he specializes in taxation matters. He received his undergraduate degree from the Wharton School of the University of Pennsylvania, his law degree from Rutgers School of Law, and an LL.M. in Taxation from New York University.

Addressed in this year's supplement:

  • An alternative form of “Drag-Along” Clause for an LLC Operating Agreement (Section 6.4)
  • An updated discussion of the 2015 Federal partnership audit procedures and related form (Section 10.6.2)
  • A new Section on LLC domestications under Act Sections 82 through 85 and related forms (Section 11.3.4)
  • An updated discussion on legal opinions involving LLCs (Section 14.2)

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