Prominent Texas 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 195 electronic forms.
This extensive, updated manual, with its more than 2,150 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 Texas state laws. Plus, you'll be expertly guided through an extensive selection of appropriate LLC forms using an easy-to-follow format. Included are customizable electronic forms as well as explanations and planning strategies for the LLC business structure.
Important features in this supplement include:
- New comprehensive survey of Texas common law regarding the fiduciary duties related to LLCs. This survey replaces the former chronological survey of the case law with a discussion focusing on: formal duties owed by governing persons to an LLC and to members of an LLC; duties owed by members to other members; duties arising from or impacted by governing documents; informal fiduciary duties; and recent trends.
- Summary of recent legislative changes to the Texas Business Organization Code that impact LLCs
- Recent court cases defining the term “limited partner” for purposes of Code Section 1402(a)(13) by reference to a functional analysis test
William P. Bowers, Esq., is a shareholder in the Dallas office of law firm Fulbright & Jaworski L.L.P., where he specializes in federal income tax. Mr. Bowers is also an adjunct professor in the University of Texas School of Law and in the Masters of Tax Program at Georgetown University School of Law. He received his B.B.A. in Accounting from Texas A&M University; his J.D. from Southern Methodist University; and his LL.M. in Taxation from Georgetown University Law Center.
George W. Coleman, Esq., is of counsel to Bell, Nunnally & Martin LLP. Mr. Coleman has extensive experience in structuring and negotiating complex business transactions and in negotiating complex partnership and LLC structures, including handling the acquisition and disposition of businesses, the financing of business activities, the creation of business entities, family succession planning, and assisting committees of boards of directors. He received his B.S. in Petroleum Engineering from the University of Oklahoma and his LL.B. from Southern Methodist University.
Patrick L. O'Daniel, Esq., is a partner in the Austin office of law firm Fulbright & Jaworski, L.L.P., where he specializes in federal income tax. Mr. O'Daniel advises on a variety of international and domestic issues concerning the formation, operation, acquisition, merger, combination, liquidation and disposition of partnerships, limited liability companies, and corporations. He received his B.B.A. in Accounting from the University of Texas (with highest honors) and his J.D. from the University of Texas School of Law (with high honors).
Cliff Ernst, Esq., is a partner of the law firm McGinnis Lochridge LLP in Austin, Texas. Mr. Ernst received a B.A. in English from Oklahoma State University in 1975 and a J.D. from the University of Texas in 1978. Mr. Ernst was admitted to the State Bar of Texas in 1978. Mr. Ernst’s professional affiliations and activities include American Bar Association: Business Law Section; State Bar Association: Business Law Section; State Bar of Texas Legal Opinions Committee; Austin Bar Association: Business, Corporate and Tax Section; UT Law Continuing Legal Education, LLCs, LPs and Partnership; and Planning Committee Co-Chair (2014 to present).
» 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: Company Agreement
Chapter 4: Organization
Chapter 5: Limited Liability Company Capital
Chapter 6: Allocation and Distribution Provisions
Chapter 7: Management Provisions
Chapter 8: Transfer and Buyout Provisions
Chapter 9: Winding up and Termination
Chapter 10: Books, Records, and Accounting
PART III: MISCELLANEOUS
Chapter 11: Mergers and Other Reorganizations
Chapter 12: Foreign Limited Liability Companies
Chapter 13: Professional Limited Liability Companies
Chapter 14: Texas Franchise Tax
Chapter 15: Compensation Strategies for the LLC
Chapter 16: Options and Convertible Interest for LLCs Taxed as Partnerships
Chapter 17: Series LLCs
Chapter 18: Contributed Built-In-Loss Property and Basis Adjustments
Chapter 19: Section 199A
PART IV: APPENDICES
PART V: LLP and LLC CASES
PART VI: INDICES
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