Book Details

Limited Liability Entities and Partnerships

By Allan G. Donn and James R. Burkhard

  • ORDER HARD COPY: 2011
  • Softcover
  • 474 pp.
  • ISBN: 978-0-8318-0130-4
  • Order Code BK90
  • $39.00
  • ONLINE: 2011
  • Online
  • 474 pp.
  • $39.00


Is The Liability Of Limited Liability Entities Really Limited?

When is personal liability protection available?

When and how do you pierce the corporate veil?

When are limited liability partners vulnerable to claims from other partners?

What Remedies Are Available To Resolve Internal LLE Disputes?

How do you prepare or defend a legal action involving partnership disputes?

How do you draft a complaint for an accounting or other remedies?

How do you prepare an order directing a master to conduct an accounting?

If you work with LLEs, you can’t afford to be without this book!

 

Free online access to over 80 editable forms!

 

Overview

Which states will recognize limited liability for entities organized in other jurisdictions? (see pages 64-66)

Do single-owner corporations and tax-disregarded entities enjoy protection from liability? (see pages 50-52)

When might a limited partner in a limited partnership be personally liable? (see pages 10-11)

When is a partner or co-owner personally liable to other partners or former partners? (see page 13)

When is a lawyer for an LLE protected from vicarious liability, and when not? (see page 16)

When might stockholders or shareholders be personally liable? (see page 24)

What are the risks of not disclosing entity status? (see page 25)

What are an officer’s or director’s duties, and when might he be personally liable for failing to perform them? (see pages 25-27, 45-46)

When might a shareholder or partner be personally liable for voting for or receiving income distributions? (see pages 29-32)

When might a court pierce the corporate veil and impose liability on an entity’s owner? (see pages 34-44 for principles, tests, factors considered, and list of states with common law piercing principles)

For liability purposes, when is a parent not considered a separate entity from its subsidiary, and when are separate entities liable for each other’s obligations? (see pages 44-45, 52)

When might a buyer of assets be liable for the seller’s obligations? (see page 46-48)

Do single-owner corporations and tax-disregarded entities enjoy protection from liability? (see pages 50-52)

What must company executives or officers sign or certify to avoid penalties? (see page 63)

Which types of statute might impose direct liability despite a limited liability entity form? (including discussion of tax, environmental, securities, employment, IP, and debt collection statutes, and more!) (see pages 53-63)

 

Limited Liability Entity members may face personal liability arising from:

Voluntary agreements or guaranties

Claims for which limited liability is expressly waived

Preformation transactions

Defective organizations

Their own acts or omissions, including tortious acts and omissions

Failures of supervision

Failures of key decision makers

Capital contribution deficiencies

Return of distributions

Dissolution and winding up

Claims that pierce the corporate veil

Actions to account for partnership property

Co-author Allan Donn describes more than 20 types of claims for which personal liability may be imposed. He categorizes and analyzes numerous other specific bases of liability and provides a detailed discussion of the related caselaw and statutes. This discussion includes a comprehensive table of cases

Limited liability entity members may also face personal liability arising from other members’ claims. And many states authorize members to bring accounting actions against LLE members, including limited partners. James Burkhard provides more than 80 forms that were filed in these types of cases. Free editable versions of these forms are available online to purchasers of the book. These forms will help lawyers:

Draft a demand letter requesting that a partner provide an accounting

File an action requesting an accounting

Seek court-ordered dissolution of an LLE

Petition for the appointment of a receiver

Obtain a constructive trust and temporary restraining order

File a complaint for fraud and breach of fiduciary duties

Request contributions in an action at law for repayment of partnership debt

File a motion to dismiss and related affidavit in an accounting action

Prepare a complaint, pretrial memorandum of law, and pretrial statement concerning the dischargeability of partnership debts in bankruptcy

File a motion for summary judgment

Prepare proposed orders, findings of fact and conclusions of law, judgments, and damage awards

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About the Author

Allan G. Donn concentrates his practice in the areas of partnerships and limited liability companies, taxation, and estate planning. He lectures and writes on those subjects, including numerous articles for The Journal of Passthrough Entities and in the September and November 2010 issues of the Journal of Taxation. He is the editor of Limited Liability Companies in Virginia (3d ed. 2008) and is the author of Practical Guide to Limited Liability Companies in State Limited Liability Company and Limited Liability Partnership Laws.

James R. Burkhard, Associate Professor of Law at the University of South Carolina School of Law, teaches in the area of Property and Business. Prior to joining the faculty he was a partner in a Columbus, Ohio firm where he practiced law for twelve years. He is the editor of the American Bar Association's Real Property, Probate and Trust Journal. Professor Burkhard has a special interest in small business organizations. He is the author of Partnership and LLC Litigation Manual: Actions for Accounting and Other Remedies (ALI-ABA), a principal co-author of the South Carolina Corporate Practice Manual, and also a co-author of South Carolina Limited Liability Companies and Limited Liability Partnerships.

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Table of Contents

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Abbreviated Table of Contents

Part A: Is The Liability Of Limited Liability Entities Really Limited?

Introduction
General Principles of Limited Liability
Forms of Organization
When Is Liability Incurred
Voluntary Personal Liability
Waiver of Shield
Preformation Transactions
Defective Organization
Direct Personal Liability
Capital Contribution Deficiencies
Return of Distributions
Dissolution and Winding Up
Piercing the Corporate Veil
Agency
Partnership/Joint Venture/Single Business Enterprise
Aiding and Abetting
Conspiracy
Successor Liability
Substantive Consolidation
Personal Jurisdiction
Arbitration
Single Member LLC
Statutory Joint Liability
Direct Liability Imposed by Other Statutes
Certification Requirement and Penalty for Violation
Choice of Law
Effect of Transacting Business by Foreign Entity Without Registration
Effect of Failure to Comply With New York Publication Requirements

Part B: What Remedies Are Available To Resolve Internal LLE Disputes?

When Is an Equitable Accounting Action the Preferred Procedure
When Is An Action At Law The Preferred Procedure
Preparing A Complaint For An Accounting Action
Preparing An Order Directing The Master To Conduct An Accounting
Demand letter requesting that a partner provide an accounting
Action requesting an accounting
Action for court-ordered dissolution of an LLE
Petition for the appointment of a receiver
Complaint seeking constructive trust and temporary restraining order
Complaint for fraud and breach of fiduciary duties
Complaint seeking contributions in an action at law for repayment of partnership debt
Motion to dismiss a request for an accounting
Complaint, pretrial memorandum of law, and pretrial statement concerning the dischargeability of partnership debts in bankruptcy
Motion for summary judgment
Proposed orders, findings of fact and conclusions of law, judgments, and damage awards

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