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LLCs and Partnerships: Law, Finance, and Tax Planning by Bradley T. Borden

LLCs and Partnerships: Law, Finance, and Tax Planning



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LLCs and Partnerships: Law, Finance, and Tax Planning delivers the insights you need to properly advise LLCs, partnerships, and their members.

Most decisions that business and property owners make require the application of legal, financial, and tax concepts—that’s why this treatise brings principles from each of those disciplines into discussions concerning LLCs and partnerships. Instead of merely reproducing or describing substantive law, LLCs and Partnerships: Law, Finance, and Tax Planning delivers in-depth analysis.

LLCs and Partnerships: Law, Finance, and Tax Planning provides:

  • Expert commentary covering legal, financial, and tax concepts
  • Examples illustrating the application of these concepts to practical situations
  • Sample language drawn from actual LLC and partnership agreements
  • Commentary about the sample language, which analyzes, describes, and clarifies its applicability
  • Clear explanations of fundamental finance concepts and their use in LLC and partnership agreements
  • Examples of complex financial concepts in LLC and partnership agreements, with guidance on their appropriate use
  • Economic analyses of particular LLC and partnership structures or provisions
  • Clear explanations of tax concepts that apply to LLC and partnership structures

As LLCs and partnerships have become increasingly sophisticated, operating and partnership agreements are becoming much more complex. Today, intricate provisions often govern these entities and their members. Competent representation of LLCs, partnerships, and their members requires studying provisions of other LLCs and partnerships. That’s why LLCs and Partnerships: Law, Finance, and Tax Planning provides extensive examples throughout, with sample language from actual entity agreements. This unique resource enables you to examine and critique current cutting-edge practices, to grasp the legal, financial, and tax consequences of specific approaches.

Unmatched application of sample language from actual partnership and operating agreements enables you to examine and analyze issues that apply to LLCs and partnerships in:

  • Formation
  • Management
  • Contributions
  • Issuing compensatory equity interests
  • and distributions

LLCs and Partnerships: Law, Finance, and Tax Planning gives you the comprehensive analysis of LLCs and partnerships you need, in a unified approach that provides the full picture.

Pages 1080
Publish Date 12/21/2018
Publish Frequency Annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781543809183
SKU 10070840-7777
Table of Contents

Chapter 1: Overview of LLC And Partnership Transactional Practice

  • General Economic Features of Entities
  • General Types of Business Entities
  • Business Environment of LLCS and Partnerships
  • Sources of Law
  • Overview of LLC And Partnership Attributes
  • Role of Transactional Attorneys
  • Income Tax Basics
  • Introduction to the Time Value of Money
  • Practice Material—Microsoft Excel Basics

Chapter 2: Choice of Tax Entity and Taxation of LLC and Partnership Operations

  • General Entity Tax Regimes
  • Classification of Tax Entities
  • Partnership Operations
  • Effect of Lower Corporate Rates and Section 199A Deduction on Choice of Entity
  • Reasonable Compensation and Passthrough Choice-of-Entity Considerations
  • Situational Preference for Partnerships over S Corporations

Chapter 3: LLC and Partnership Formation and Entity Agreements

  • Forming LLCs and Partnerships
  • Entity’s Public Identity
  • Primacy of Partnership and LLC Agreements
  • Purpose Clauses
  • Basic Accounting Concepts
  • Fundamental Financial Tools and Modeling
  • Economic Considerations at Formation

Chapter 4: Control and Management of LLCs and Partnerships

  • Ownership, Control, and Management
  • Law of Agency
  • Application of the Law of Agency to LLCs and Partnerships
  • Major Decisions and Equal Treatment
  • Economic Considerations
  • Choosing the Appropriate Control and Management Structure

Chapter 5: Fiduciary Duties in LLCs and Partnerships

  • Fiduciary Relationships
  • Fiduciary Duties
  • Fiduciary Waivers
  • Exculpatory Provisions
  • Liability of Non-Fiduciaries for Breach of Fiduciary Duties
  • Damages

Chapter 6: Piercing the LLC Veil and Reverse Piercing

  • Veil-Piercing and its Origins
  • Liability in Individual Capacity
  • Reverse Piercing

Chapter 7: Litigation and Dispute Resolution in LLCs and Partnerships

  • General Types of Disputes
  • Litigation
  • Special Litigation Committees
  • Negotiation and Settlement
  • Mediation
  • Arbitration
  • Preference for Alternative Dispute Resolution
  • Identifying and Addressing Deadlock

Chapter 8: Contribution Obligations and Equity Interests

  • General Liability Concepts
  • Liability for Contributions
  • Nature of Interests Received
  • Timing of Promised Contributions
  • New-Member Contributions
  • Convertible Debt
  • Contribution-Default Remedies
  • Financial Aspects of Contributions
  • Tax Treatment of
  • Entity and Interest Valuation Techniques
  • Economic Aspects of Contribution Obligations
  • General Tax Aspects of Contributions

Chapter 9: Distributions and Equity Structures of LLCs and Partnerships

  • Law Governing Distributions
  • Nonredemptive Distribution Structures
  • Finance Details

Chapter 10: Allocations

  • Tax Aspects of Allocation Provisions
  • Overview:  Tax Allocation Rules
  • Allocations in Accordance with Partners’ Interests in the Tax Partnership
  • Test for Substantial Economic Effect
  • Allocations of Nonrecourse Deductions
  • Allocations of Pre-Contribution Gains and Losses
  • Allocations in Securities Partnerships
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