The first complete guide containing everything needed to form, operate and dissolve a Delaware limited partnership, including forms prepared by the authors, explanations of every statutory section, and analysis of fiduciary duties, protections, reorganization, foreign limited partnerships, derivative actions, and indemnification rights. By Martin I. Lubaroff and Paul M. Altman. The text of every section of the Delaware Revised Uniform Limited Partnership Act, as revised from 1983 through 2011, is set out in full, showing additions and deletions in each version of the act. The explanations of every statutory section cover all practical aspects of forming, operating, and dissolving a limited partnership. Thorough explanations of statutory provisions are integrated with detailed analysis of case law from Delaware. Plus, timely coverage is given to critical legal issues: Fiduciary duties of the partners Protections related to the liability of limited partners Defining the financial aspects of the limited partnership General and limited partners Reorganization of a limited partnership with or into other types of business entities Foreign limited partnerships Derivative actions Indemnification rights that can be granted to partners under a partnership agreement Delaware limited liability companies

Lubaroff and Altman on Delaware Limited Partnerships is the first complete guide containing everything needed to form, operate and dissolve a Delaware limited partnership. Includes forms prepared by the authors, explanations of every statutory section, and analysis of fiduciary duties, protections, reorganization, foreign limited partnerships, derivative actions, and indemnification rights. By Martin I. Lubaroff and Paul M. Altman. The text of every section of the Delaware Revised Uniform Limited Partnership Act, as revised from 1983 through 2011, is set out in full, showing additions and deletions in each version of the act. The explanations of every statutory section cover all practical aspects of forming, operating, and dissolving a limited partnership. Thorough explanations of statutory provisions are integrated with detailed analysis of case law from Delaware. Plus, timely coverage is given to critical legal issues: Fiduciary duties of the partners Protections related to the liability of limited partners Defining the financial aspects of the limited partnership General and limited partners Reorganization of a limited partnership with or into other types of business entities Foreign limited partnerships Derivative actions Indemnification rights that can be granted to partners under a partnership agreement Delaware limited liability companies Previous Edition: Lubaroff and Altman on Delaware Limited Partnerships, ISBN 9781567062885

Drafting Delaware LLC Agreements: Forms and Practice Manual provides a comprehensive and sophisticated analysis of the Delaware Limited Liability Company Act from an entity formation viewpoint and sets forth extensive practical guidelines for lawyers planning, negotiating and drafting Delaware LLC agreements. Among other features: The book exhaustively identifies the definitional, mandatory, default and permissive provisions critical in forming Delaware LLCs, and it addresses in detail the more important of these provisions. It contains detailed criteria and practical examples for use in choosing among Delaware LLCs and other types of Delaware entities, including limited partnerships and corporations, In business entity formations (“non-tax choice of entity”). To the authors’ knowledge, it provides the most complete analysis of the series LLC provisions of the Delaware Act currently available in LLC literature. It provides in digital form model LLC agreements that address all of the various ownership structures, management structures and tax structures that Delaware LLC formation clients may need—a total of nine agreements for single-member LLC s and 33 for multi-member LLCs. Finally, The book contains plain-English explanations for lawyers who are not tax specialists concerning all principal federal and state tax issues likely to be important to Delaware entity formation clients. A CD containing customizable agreements, For ease of use, along with the full text of the Delaware Limited Liability Company Act is included with your purchase! SPECIAL OFFER… Get the latest monthly edition of Drafting Delaware LLC Agreements: Forms and Practice Manual E-Newsletter. Download your FREE E-Newsletter NOW ! The co-authors of the book and E-Newsletter are John M. Cunningham, The author of Drafting Limited Liability Company Operating Agreements (Aspen Publishers), The leading generic (i.e., non-state specific) LLC form book and practice manual; and Vernon R. Proctor, a partner and co-founder of Proctor Heyman LLP, a Wilmington, Delaware business litigation law firm. Mr. Proctor is a member of the Delaware State Bar Association committee that annually updates the Delaware LLC Act And The other Delaware “alternative entity” statutes .

This authoritative research tool covers all aspects of California corporate law and practice, providing clear, reliable guidance to the laws, legislative history, and major case law holdings, as well as the authors' well-known expertise and advice on approaching and understanding key corporate transactions. There is no better source on how to handle all key corporate transactions, from corporate formation and governance to takeovers and bankruptcies. Completely current, there is full coverage and insightful, expert analysis of all the critical new issues affecting California corporate law practice, including: What are the various business entities available in California?What are the methods and issues involved in forming those entities?What are the particular benefits of, and restrictions on, using a Limited Liability Company in California?What are the issues involved in financing a California corporation?What are the fiduciary duties imposed upon directors, officers, and controlling shareholders of California corporations?How do you provide notice and hold meetings of directors and shareholders of California corporations?What are the restrictions imposed upon officers and directors in the operation of California corporations?Under what circumstances can a California corporation pay a dividend or make a distribution of property to its shareholders?What are the issues involved in acquiring California corporations, whether by merger, purchase of stock, or purchase of assets?How and under what circumstances can a California corporation be dissolved?What are the issues and requirements faced by a foreign corporation conducting business in California?

Helps you dissect any proposed transaction, spot the issues that need to be addressed, and achieve a successful outcome. This book includes discussions on: building a successful partnership, joint venture and strategic alliance; choice of entity considerations; fiduciary duties; tax and regulatory issues; and the role of lawyers.