Lighthouse on Limited Liability Companies

Table of
Contents.

References are to paragraph (¶) numbers. Each chapter opens at its overview paragraph.

The Detailed Contents lists every section and subsection.

Part IFoundations

Chapter	Title	Begins at
1	The Limited Liability Company: Origins and Development	¶ 101
2	The State Statutes and the Uniform Acts	¶ 201
3	Freedom of Contract and Its Limits	¶ 301
4	The LLC Compared: Corporations, Partnerships, Statutory Trusts and Foreign Vehicles	¶ 401

Part IIFormation and Organization

Chapter	Title	Begins at
5	Choice of Jurisdiction	¶ 501
6	Formation, Registered Agents and Annual Maintenance	¶ 601
7	The Operating Agreement I: Parties, Formation and Interpretation	¶ 701
8	The Operating Agreement II: Amendment, Enforcement and Integration	¶ 801
9	Single-Member LLCs	¶ 901
10	Series LLCs and Protected Series	¶ 1001
11	Professional, Low-Profit and Special-Purpose LLCs	¶ 1101
12	Foreign LLCs and the Internal Affairs Doctrine	¶ 1201

Part IIICapital and Economic Rights

Chapter	Title	Begins at
13	Contributions, Capital Accounts and Member Loans	¶ 1301
14	Allocations and Distributions	¶ 1401
15	Profits Interests and Equity Compensation	¶ 1501
16	Preferred Interests, Waterfalls and Financing	¶ 1601

Part IVGovernance

Chapter	Title	Begins at
17	Member-Managed and Manager-Managed LLCs	¶ 1701
18	Agency and Authority	¶ 1801
19	Officers, Boards and Corporate-Style Governance	¶ 1901
20	Voting, Consents, Meetings and Information Rights	¶ 2001
21	Fiduciary Duties I: The Default Duties of Loyalty and Care	¶ 2101
22	Fiduciary Duties II: Modification, Elimination and the Implied Covenant	¶ 2201
23	Exculpation, Indemnification and Advancement	¶ 2301
24	Conflicts of Interest and Related-Party Transactions	¶ 2401

Part VThe Liability Shield

Chapter	Title	Begins at
25	The Liability Shield	¶ 2501
26	Veil Piercing, Alter Ego and Reverse Piercing	¶ 2601
27	Charging Orders and Other Creditor Remedies	¶ 2701
28	Personal Liability of Members and Managers: Torts, Statutes and Taxes	¶ 2801

Part VIChanges in Ownership and Structure

Chapter	Title	Begins at
29	Transfers of Interests: Transferees, Assignees and Admission	¶ 2901
30	Buy-Sell Agreements, Rights of First Refusal, Drag-Along and Tag-Along	¶ 3001
31	Dissociation, Withdrawal and Expulsion	¶ 3101
32	Deadlock, Oppression and Minority Protection	¶ 3201
33	Dissolution, Winding Up and Termination	¶ 3301
34	Mergers, Conversions, Domestications and Divisions	¶ 3401

Part VIILitigation

Chapter	Title	Begins at
35	Direct and Derivative Claims	¶ 3501
36	Books-and-Records Actions	¶ 3601
37	Jurisdiction, Forum Selection and Arbitration	¶ 3701
38	Remedies: Injunctions, Receivers, Rescission and Damages	¶ 3801

Part VIIITaxation

Chapter	Title	Begins at
39	Entity Classification and the Check-the-Box Regulations	¶ 3901
40	Partnership Taxation I: Formation, Basis and Allocations	¶ 4001
41	Partnership Taxation II: Distributions, Transfers and Liquidation	¶ 4101
42	Disregarded Entities	¶ 4201
43	The S Corporation Election	¶ 4301
44	The Centralized Partnership Audit Regime	¶ 4401
45	Self-Employment Tax, Section 199A and the Net Investment Income Tax	¶ 4501
46	State Taxation, Withholding and Foreign Members	¶ 4601

Part IXRegulation and Special Settings

Chapter	Title	Begins at
47	Securities Law and LLC Interests	¶ 4701
48	Beneficial-Ownership Reporting and Transparency	¶ 4801
49	LLCs in Bankruptcy	¶ 4901
50	Estate and Succession Planning with LLCs	¶ 5001
51	Real Estate LLCs	¶ 5101
52	Joint Ventures, Private Funds and Holding Structures	¶ 5201
53	The DAO LLC: Wyoming, the Marshall Islands and Algorithmic Management	¶ 5301
54	Non-U.S. LLC Statutes and Cross-Border Use	¶ 5401
55	Asset Protection Planning with LLCs	¶ 5501
56	Drafting the Operating Agreement: A Clause-by-Clause Guide	¶ 5601

Appendices

Appendix	Title	Begins at
A	Fifty-State Statutory Survey	¶ A01
B	Uniform Act Comparison Tables	¶ B01
C	Model Operating Agreements	¶ C01
D	Forms: Certificates, Consents, Assignments and Resolutions	¶ D01
E	Tax Elections and Reporting Calendar	¶ E01
F	Checklists: Formation, Admission, Transfer, Dissolution	¶ F01
G	Glossary	¶ G01

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