LLCS DESKBOOK WITH EFORMBOOK
Deskbook
ITEM #:  50094219   |   PUBLISHED:  JUNE 30, 2019
STANDARD PRICE
$179.00
MSBA MEMBER, NEW LAWYER, AND OTHER DISCOUNTS, IF APPLICABLE, WILL BE APPLIED DURING CHECKOUT.
This item is not currently available for online purchase.

LLCs Deskbook with eFormbook, 1st Edition

Edited by Paul Floyd, William D. Klein, Jessica Manivasager & Wade Wacholz

Written and edited by Minnesota business law attorneys, the LLCs Deskbook is designed to help attorneys navigating Minnesota’s Revised Uniform LLC Act. The Deskbook thoroughly covers the new act, including comparison to the old act and information on the transition. Topics covered include: tax considerations, the formation process, governance and management structures, executive compensation, fiduciary duties and liability, limited liability, mergers and conversions, dissolution, and more! The Deskbook also comes with an eFormbook that includes electronic, editable forms including articles of organization and operating agreements. 

2019 UPDATE
The 2019 Update brings your LLCs Deskbook fully up-to-date, including the latest case law and statutory changes, and a fully updated Table of Authorities – changes include continued coverage of the 2017 Tax Cuts and Jobs Act, information on charging orders, and the joint and single employer doctrines. Order your copy today!

BUNDLE AND SAVE!
Purchase the hard copy and receive a coupon code to purchase the corresponding LinkedLaw eDeskbook for only $50! Code will be sent to you with your hard copy.

CHAPTER 1
Minnesota’s New LLC Act
Introduction; History of Minnesota Limited Liability Companies; Adoption of Chapter 322C; Principal Reasons for Adopting Chapter 322C; Significant Differences Between Chapter 322C and the Old Act; Effective Dates and Transition from the Old Act to Chapter 322C
– William D. Klein & Wade R. Wacholz

CHAPTER 2
Tax Considerations
Introduction; LLCs Taxed as Partnerships; LLCs Taxed as Disregarded Entities; LLCs Taxed as Corporations
– William D. Klein

CHAPTER 3
LLC Formation Process and Documents
General Overview; Organization Checklist; Formation and Formation Documents; Additional Formation Actions
– Wade R. Wacholz

CHAPTER 4
Governance, Authority, and Management Structures
Introduction; Management Structures Overview; Member Management; Manager Management; Board Management; Member Consent; Relationships of Members and Management to Third Parties; Effect of Dissolution on Management Rights; Remuneration
– William D. Klein & S. Scott Wick

CHAPTER 5
Executive Compensation
Introduction; Establishing the Terms of Employment; Equity-Based Compensation; Tax-Qualified Employee Benefits; Nonqualified Deferred Compensation Arrangements
– Edward J. Wegerson

CHAPTER 6
Member Rights, Fiduciary Duties, Oppression, Liability, Remedies, and Indemnification
Introduction; The Operating Agreement – Member Rights; Fiduciary Duties for Members, Managers, and Governors; Oppression; Direct and Derivative Actions; Special Litigation Committees; The Right to Information; Dissenters’ Rights; Remedies; Indemnification
– Janel M. Dressen, Wallace G. Hilke & Vincent D. Louwagie

CHAPTER 7
Private Capital Formation
Introduction; Securities and Registration Concerns; Federal Exemptions; Minnesota and Other State Exemptions; Integration; Anti-Fraud Considerations; Disqualification Provisions; Restrictions on Resale of Securities; Financing Sources; Preparing for the Next Level of Financing; Other Pre-Institutional Rounds; Subsequent Rounds in a Limited Liability Company; Venture Capital Investment
– April M. Hamlin & Thomas G. Lovett IV

CHAPTER 8
Limited Liability, Piercing an LLC’s Liability Shield, Reverse Piercing, Entity by Estoppel, and Successor Liability
Introduction; Limited Liability; Exceptions to Limited Liability; Piercing the Liability Shield; Reverse Piercing; Entity by Estoppel; Successor Liability; Joint Employer Doctrine and Single Employer Doctrine
– Hannah E. Bellanger

CHAPTER 9
Entity Conversions Involving Limited Liability Companies
Introduction; Conversions and Mergers Involving LLCs; Conversion of a Sole Proprietorship Into an LLC; Conversion of a Partnership Into an LLC; Conversion of a Limited Partnership into an LLC; Conversion of a Corporation Into an LLC; Conversion of an LLC Into a Corporation; Merger of Corporation Into a Limited Liability Company; Merger of an LLC Into a Corporation; Conversion of a Limited Liability Partnership Into an LLC; Change of Entity Domicile
– Jeffrey C. O’Brien

CHAPTER 10
Dissolution, Receivership, and Bankruptcy
Dissolution of the Limited Liability Company; Voluntary Dissolution; Administrative Termination; Involuntary Dissolution; Receiverships; Assignment for the Benefit of Creditors; Bankruptcy
– James C. Brand & Jessica Manivasager

CHAPTER 11
Single-Member LLCs
Introduction; Existing Entities; Limited Liability Companies; Operating Agreement
– J. Patrick Plunkett

CHAPTER 12
Nonprofit LLCs
Requirements of Minnesota Law; Tax Treatment; Factors to Consider in Choosing a Nonprofit LLC; Appendix A – Sample Operating Agreement for Nonprofit LLC
– J. Patrick Plunkett

Table of Authorities
Subject Index

CHAPTER 3
LLC Formation Process and Documents

  • Form 3-01 – LLC Formation Checklist
  • Form 3-02 – Sample Multi-Member Managed LLC Articles of Organization
  • Form 3-03 – Checklist of Provisions for the LLC Operating Agreement
  • Form 3-04 – Sample Operating Agreement
  • Form 3-05 – Statement of Authority Forms

CHAPTER 9
Entity Conversions Involving Limited Liability Companies

  • Form 9-01 – Sample Bill of Sale: Sole Proprietorship to LLC
  • Form 9-02 – Sample Assignment and Assumption Agreement: Sole Proprietorship to LLC
  • Form 9-03 – Sample Articles of Conversion: Corporation to LLC
  • Form 9-04 – Sample Articles of Merger: Corporation to LLC 

CHAPTER 11
Single-Member LLCs

  • Form 11-01 – Single-Member LLC Operating Agreement

CHAPTER 12
Nonprofit LLCs

  • Form 12-01 – Sample Operating Agreement for Nonprofit LLC

HARD COPY + eFORMBOOK:  $179
LINKEDLAW + eFORMBOOK:  $125 for 1-year subscription

Bundle and save!
Purchase the hard copy and receive a coupon code to purchase the corresponding LinkedLaw eDeskbook for only $50! Code will be sent to you with your hard copy.

Other discounts that may apply:

Quantity discount:
Please email customerservice@minncle.org or call 800-759-8840 to inquire about bulk orders.

Owners of Hard Copy:
Access the eFormbook through your account on the Minnesota CLE website under My Account > eResources & Publications

Owners of LinkedLaw:
Access the eFormbook directly from within your LinkedLaw book. (LinkedLaw books can be accessed through your account on the Minnesota CLE website under My Account > eResources & Publications.)

Q.

Do all Deskbooks have a companion eFormbook?

No, but as Deskbooks are updated, eFormbooks, if applicable, are included.

Q.

Once I’ve purchased a Deskbook that includes an eFormbook, how do I access it?

Access the eFormbook through your account on the Minnesota CLE website under My Account > eResources & Publications

Q.

Will I always have access to the Deskbook eFormbook?

Yes, you will always have access to the eFormbook as long as your Deskbook subscription is up-to-date.

Q.

Can I download the forms in my eFormbook?

Yes, and we recommend that you download all of the forms in your eFormbook so you can use them without Internet access.

STANDARD PRICE
$179.00
MSBA MEMBER, NEW LAWYER, AND OTHER DISCOUNTS, IF APPLICABLE, WILL BE APPLIED DURING CHECKOUT.
This item is not currently available for online purchase.
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