Delaware Limited Liability Company: Forms and Practice Manual

Ellisa Opstbaum Habbart has been a member of the Delaware Bar since 1988 and is a founding partner of DCG with significant experience advising senior management and boards of directors with respect to corporate governance and transactional matters. Ms. Habbart is rated “AV” by Martindale-Hubbell and has been selected by Chambers USA as one of “America’s Leading Business Lawyers” in Delaware M&A/Corporate and Alternative Entity Law since 2005. She has been described in Chambers as “bright and businesslike with a dynamic presence in front of a room of people” and is lauded by clients for her dedication and described as “smart, knowledgeable and tuned in to the current Delaware issues.” She is also recognized for her skills in corporate governance by The International Who’s Who of Corporate Governance Lawyers, which is published by International Who’s Who Legal in association with the International Bar Association. Ms. Habbart is one of only 23 private-practice lawyers in Delaware to gain a spot on the selective list, and among these Delaware practitioners, she is the only woman. Ms. Habbart is a frequent lecturer internationally and holds significant positions in Delaware, national and international organizations including:

• Corporate Governance Monitor for the International Bar Association (the “IBA”) Corporate and M&A Law Committee;
• Vice Chair of American Bar Association (the “ABA”) Committee on LLCs, Partnerships and Unincorporated Entities;
• Member of the Executive Committee of the ABA Committee on LLCs, Partnerships and Unincorporated Entities since 1995;
• ABA Section of Business Law Advisor to Uniform Law Commission Series Study Committee;
• Appointee to the Delaware State Bar Association Committee on Statutory Trust which is the committee responsible for legislative amendments to Delaware’s Statutory Trust Act since 1990;
• Member of the Delaware Bankers Association Trust Conference Planning Committee since the inception of the conference;
• Appointee to ABA International Coordinating Committee;
• Chair of the ABA International Use of U.S. Business Entities Subcommittee;
• Former ABA Advisor to the Uniform Law Commission Drafting Committee on the Uniform Statutory Trust Entity Act;
• Former Chair of the ABA Subcommittee on Business Trusts, REITS and Financing Vehicles; and
• Former Vice-Chair of the IBA Private Equity Subcommittee.

» 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

Chapter 5: Limited Liability Company Capital

Chapter 6: Allocation and Distribution Provisions

Chapter 7: Management

Chapter 8: Transfer and Buy-Sell Provisions

Chapter 9: Dissolution

Chapter 10: Books, Records, and Accounting

PART III: MISCELLANEOUS

Chapter 11: Reorganization Documents

Chapter 12: Doing Interstate Business, Suits, and Miscellaneous

Chapter 13: Limited Liability Partnerships

Chapter 14: Delaware Statutory Trusts

PART IV: APPENDICES

PART V: INDICES