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デラウェア州有限責任会社(LLC) 第2版

Symonds & O'Toole on Delaware Limited Liability Companies, 2nd Edition

Robert L. Symonds, Jr., Matthew J. O'Toole

1 vol. Looseleaf., 2015 to date.(追録年1回)

Matthew Bender (LexisNexis), USA. ISBN: 9781632811141

¥76,653

在庫あり

判決文にも度々引用されてきた、デラウェア州LLC法の起草者のひとり、Symonds弁護士による詳細な解説書の最新版。LLCの設立から運営、解散に至るまで、その法理と実務を解説しています。

【主な内容】

◆組成と権能 ◆登録書類 ◆設立・運営契約 ◆構成員、譲受人、持分権 ◆資金調達 ◆分配 ◆持分の譲渡 ◆運営 ◆免責と補償 ◆帳簿と記録 ◆基本的な取引 ◆債権者の権利、保護、救済 ◆解散、清算 ◆税制 ◆外国有限責任会社 ◆雑則 他

【Table of Contents】

1. Introduction: History and Structure of the DLLC Act; Popularity and Uses of Delaware LLCs

*History of the DLLC Act

*Popularity of Delaware Limited Liability Companies

*Nature and Structure of the DLLC Act

*Brief Overview of Delaware Limited Liability Companies

*Some Observations on the Various Uses of Delaware Limited Liability Companies

2. Formation and Powers

*Formation of a Delaware Limited Liability Company, Generally

*Certificate of Formation

*Substantial Compliance Standard Applicable to Formation

*Time of Formation

*Separate Legal Entity

*Powers of a Delaware Limited Liability Company Generally

*Explicit Powers of a Delaware Limited Liability Company

*Implied Powers of a Delaware Limited Liability Company

*Restrictions on Powers of a Delaware Limited Liability Company

*Ultra Vires Doctrine

*Addressing Power and Authority Matters in the Limited Liability Company Agreement

*Jurisdiction of the Court of Chancery of the State of Delaware

3. Filing of Documents with The Delaware Secretary of State

*Documents Filed with the Delaware Secretary of State under the DLLC Act

*Execution of Documents Filed with the Delaware Secretary of State under the DLLC Act

*Filing of Documents with the Delaware Secretary of State under the DLLC Act

4. The Limited Liability Company Agreement

*Definition, Nature, and Function of Limited Liability Company Agreement

*Form of Limited Liability Company Agreement

*Parties to Limited Liability Company Agreement

*Execution of Limited Liability Company Agreement

*Time of Entering into, and Effective Time of, Limited Liability Company Agreement

*Amendment of Limited Liability Company Agreement

*Effect of Default Rules and Other Provisions under the DLLC Act

*Draftiing the Limited Liability Company Agreement

*Freedom of Contract and Enforceability of Limited Liability Company Agreement

*Jurisdiction of the Court of Chancery of the State of Delaware

5. Members, Assignees, and Limited Liability Company Interests

PART A: Members

*Members Generally

*Admission of Members

*Liability of Members

*Cessation of Membership

*Classes and Groups of Members

*Dealings between Member and Limited Liability Company

*Members Subject to Changes in the DLLC Act

PART B: Limited Liability Company Interests

*Limited Liability Company Interests, Generally

*Classes or Groups of Limited Liability Company Interests

*Terms Relating to Limited Liability Company Interests

*Denomination of Limited Liability Company Interests

*Nature of a Limited Liability Company Interest

*Assignability of Limited Liability Company Interests

*Certificate of Limited Liability Company Interest

*Creation and Issuance of Limited Liability Company Interests and Related Rights

*Limited Liability Company’s Acquisition of Its Own Limited Liability Company Interests

*Establishment of Record Date

PART C: Assignees

*Assignees, Generally

*Rights and Liabilities of Assignees

*Limited Liability Company Itself as Holder of a Limited Liability Company Interest

PART D: Creditors’ Rights; Series

*Rights of Creditors of Members and Assignees

*Series of Members, Limited Liability Company Interests and Assets

6. Finance

*Debt Financing

*Defense of Usury Unavailable to a Delaware Limited Liability Company

* “Equity” Financing

*Other Financing Transactions

*Contributions to a Delaware Limited Liability Company

7. Distributions

*Limitations on Distributions by Delaware Limited Liability Companies

*Rights to Receive Distributions

*Form of Distribution

*Mechanics of Distributions

*Liability for Receipt of Unlawful Distribution

*Liability for Authorizing Unlawful Distribution

8. Assignments of Interests

*Assignment of Limited Liability Company Interests

*Assignment of Membership

*Assignment of Other Rights, Interests, and Duties under the Limited Liability Company Agreement

*Powers of Personal Representative

9. Management

*Management Overview

*Managers

*Delegatees and Others Possessing Management Authority

*Management and Voting Rights and Powers; Management Duties

*Appointment, Resignation, and Removal of Managers

*Binding Effect of Limited Liability Company Agreement on Managers

*Information Access Rights

*Specific Remedies against Managers; Liability Protections for Managers

*Derivative Actions

*Management of a Series Limited Liability Company

*Management of a Dissolved Limited Liability Company

*Appointment of Trustee or Receiver for Limited Liability Company

*Service of Process on Managers and Others

*Subiect Matter Jurisdiction of the Court of Chancery of the State of Delaware

10. [Reserved]

11. Indemnification, Advancement of Expenses, and Related Matters

*Limited Liability Company Powers

*Rights to Indemnification and Advancement of Expenses

*Other Protection from Liability

*Jurisdiction of the Court of Chancery of the State of Delaware

12. Books and Records

*Records Required under the DLLC Act

*Suggested Records Regarding Limited Liability Company’s Internal Affairs

*Form of Limited Liability Company Records

*Location of Limited Liability Company Records

*Recordkeeping Responsibility

*Limited Liability Company Seal

*Information Access Rights of Members and Managers

*Information Access Rights of Non-Members and Non-Managers

*Confidentiality

13. [Reserved]

14. Fundamental Transactions

*Certificate of Formation

*Amendments and Other Changes Effected by Registered Agent

*Limited Liability Company Agreement

*Merger and Consolidation

*Conversion

*Transfer, Domestication, and Continuance

*Dispositions of Limited Liability Company Assets

*Appraisal Rights

*Bankruptcy and Insolvency Proceedings

*Revival of a Delaware Limited Liability Company

*Certificate of Correction and Corrected Certificate

*Cancellation or Amendment of a Certificate with a Future Effective Time

*Other Fundamental Transactions

*Doctrine of Independent Legal Significance

15. Creditor Rights, Protections, and Remedies

*Rights under the Limited Liability Company Agreement

*Statutory Right to Enforce Member Obligation to Contribute or Return Assets

*Statutory Limitations on Limited Liability Company Distributions

*Statutory Preservation of Creditor Rights and Liens

*Liability of Members and Others for Limited Liability Company Debts and Obligations

*Unavailability of the Defense of Usury

*Appointment of Trustee or Receiver for Limited Liability Company

*Creditors of Members, Assignees, and Managers

*Creditors’ Lack of Standing to Assert Certain Claims

16. Dissolution, Winding Up, and Termination

*Limited Liability Company Existence, Dissolution, Winding Up, and Termination, Generally

*Causes of Dissolution

*Specific Events That Do Not Cause Dissolution Absent Contrary Agreement

*Dissolution Safeguards and Flexibility to Avoid Dissolution

*Consequences of Dissolution

*Winding Up

*Termination of Limited Liability Company

*Certificate of Cancellation

*Post-Termination Matters

17. Taxation and Fees under the DLLC Act

*Annual Tax under the DLLC Act

*Consequences of Failure to Pay Annual Tax

*Matters Not Affected by Failure to Pay Annual Tax

*Fees Payable under the DLLC Act

*Classification of Limited Liability Companies, Members, and Assignees for Purposes of Delaware Taxation

18. Foreign Limited Liability Companies

*Definition of Foreign Limited Liability Company

*Law Governing Foreign Limited Liability Companies

*Registration of Foreign Limited Liability Companies

*Doing Business in Delaware

*Service of Process on a Foreign Limited Liability Company in Delaware

*Taxation of Foreign Limited Liability Companies

19. Miscellaneous Provisions: Definitions, Rules of Construction, Reserved Power, and Service of Process

*Definitions in the DLLC Act

*Construction of the DLLC Act and the Limited Liability Company Agreement

*Reserved Power of the State of Delaware

*Short Title

*Service of Process on a Delaware Limited Liability Company

 

APPENDIX A: Current DLLC Act with 2014 Amendments (Blacklined)

APPENDIX B: History of the DLLC Act: Legislative Bills

APPENDIX C: History of the DLLC Act: Annual Versions of the Statute

APPENDIX D: Form Documents

Tables

Index