New Jersey Limited Liability Company: Forms and Practice Manual

EDITORS AND AUTHORS

Michael J. Lubben, Esq., is a director in the Corporate Practice Group of Gibbons P.C. where he specializes in domestic and cross-border corporate and transactional matters and leads the Firm’s finance practice. A significant portion of Mr. Lubben’s practice includes advising parties to real estate development projects in connection with structuring and implementing joint venture and capital raising endeavors. Mr. Lubben is a member of the Business Law Section of the American Bar Association and the Corporate and Business Law Section of the New Jersey State Bar Association, and has served as the past Chair of the Banking Law Section of the New Jersey State Bar Association. He received his undergraduate degree in finance and economics from Fairleigh Dickinson University (B.S., magna cum laude, 1992), and his law degree from New York Law School (J.D., 1996).

Eric B. Udowychenko, Esq., is a director in the Corporate Practice Group of Gibbons P.C. where he specializes in taxation matters, typically representing owners of middle-market businesses selling to strategic or private equity buyers, or such buyers. Mr. Udowychenko also represents clients with respect to taxable and tax-deferred inbound and some outbound transactions and the U.S. federal income tax issues triggered by such transactions. Further, he is experienced in structuring various real property transactions and in addressing a mix of transfer and income tax issues arising in such transactions.

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.

» 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 Provisions

Chapter 8: Transfer and Buy-Sell Provisions

Chapter 9: Dissolution

Chapter 10: Books, Records, and Accounting

PART III: MISCELLANEOUS

Chapter 11: Business Reorganizations Involving LLCs

Chapter 12: Doing Interstate Business

Chapter 13: Professional Limited Liability Companies and Professional Limited Liability Partnerships

Chapter 14: Commercial and Securities Law Aspects of LLCs

Chapter 15: Compensation Strategies for the LLC

Chapter 16: [Reserved]

Chapter 17: Single Member LLCs

Chapter 18: The LLC in Litigation

PART IV: APPENDICES

PART V: LLP AND LLC CASES

PART VI: INDICES