Pennsylvania Limited Liability Company: Forms and Practice Manual

Alan H. Molod, Esq., is of counsel to Astor Weiss Kaplan & Mandel, LLP. Before joining Astor Weiss, he was a partner for 39 years and of counsel in the Corporate Department of Wolf Block LLP (formerly Wolf, Block, Schorr and Solis-Cohen, LLP). He focuses on business transactions and has extensive experience in mergers, acquisitions, and business reorganizations. As a long-time active member of the Title 15/Business Associations Committee of the Section on Business Law of the Pennsylvania Bar Association, Mr. Molod has had a hand in drafting the statutes governing the organization and operation of corporations, partnerships, LLCs, LLPs, and other business entities, and he also serves on the Section on Business Laws LLC Standard Forms Project Task Force.

In the Philadelphia Bar Association he served on the executive committee of the Business Law Section and as chairman of its Corporate Law Committee and has served on the Steering Committee of the Association's Committee on Securities Regulation. In the American Bar Association he has served on numerous committees and was the President and then Chairman of the Board of the Fellows of the Young Lawyers of the American Bar Association. Mr. Molod is also a contributing editor to The Mergers and Acquisitions Handbook (McGraw-Hill).

He received his B.S. in Economics from the Wharton School of the University of Pennsylvania; his LL.B. from Yale Law School; and his LL.M. from New York University Law School.

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SUMMARY TABLE OF CONTENTS

PART I: ORGANIZATION

Chapter 1: Nature and Use of this Practice Manual

Chapter 2: Formation and Organization

PART II: OPERATIONS

Chapter 3: The Operating Agreement

Chapter 4: Organization

Chapter 5: Capital Provisions

Chapter 6: Allocation and Distribution Provisions

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

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 of the LLC

Chapter 12: Doing Interstate Business

Chapter 13: Restricted Professional Companies

Chapter 14: Registered Limited Liability Partnerships

Chapter 14A: Equity-based Compensation Strategies

Chapter 14B: Options and Convertible Interests for LLCs Taxed as Partnerships

Chapter 15: Reserved

Chapter 16: Reserved

Chapter 17: Single Member LLCs

Chapter 18: Bankruptcy Issues Concerning LLCs

Chapter 19: Use of LLCs by Exempt Organizations

Chapter 20: LLCs Formed for Specific Purposes

Chapter 21: Asset Purchase of an LLC

Chapter 22: Members' Agreements

Chapter 23: Purchase of Interests of an LLC

Chapter 24: Lending to an LLC

Chapter 25: Association Transactions Act

Chapter 26: Benefit Companies

Chapter 27: Developments Concerning Tax Matters Partners and IRS Audits

Chapter 28: The Family Limited Liability Company

Chapter 29: Standards of Conduct of Managers

PART IV: APPENDICES

PART V: INDICES