Magazine article The CPA Journal

Three Great LLC Books Hit the Market

Magazine article The CPA Journal

Three Great LLC Books Hit the Market

Article excerpt

The explosion of LLC statutes (now 47 states and the District of Columbia) has practitioners scurrying to find useful resource materials on the subject. Fortunately, a number of excellent books and periodicals have recently hit the market. A review of three of those books follows.

Limited Liability Companies, by Larry E. Ribstein and Robert R. Keatinge, published by Shepard's/ McGraw-Hill, Inc.

This is the sourcebook for LLC consultants. Ribstein and Keatinge win the prize for thoroughness. The book includes the complete text of every state's LLC laws and the Uniform LLC Act as well. (Reprinting these laws takes up nearly one and a half of the treatise's two volumes.) The book walks the reader through over a dozen operational aspects of LLCs (devoting a chapter to each) including: capital structure, distributions, ownership and transfer of LLC property, management and control of the LLC, fiduciary duties, and dissolution and other fundamental changes affecting LLCs. After discussing how LLCs work in each of these areas, the authors then devote detailed discussion to comparing the LLC to other forms of doing business.

Of particular interest to many professionals will be the chapter on members' limited liability. Can the "veil of limited liability" be pierced? If so, how? Also, of particular use to professionals in advising clients is the chapter devoted to how LLCs are being used in various businesses, including real estate, natural resources, professional firms, and in specific situations such as international transactions and venture capital deals.

* Limited Liability Companies: Tax and Business Law, by Carter G. Bishop and Daniel S. Kleinberger, published by Warren, Gorham & Lamont.

LLCs are radically changing choice-of-entity consultation. To understand this transformation, every CPA should have Bishop's and Kleinberger's new book on their shelf. In a single volume, the book contains detailed discussion of all the critical issues facing businesses considering the LLC business form.

The authors have written a very practitioner-friendly treatise. The book goes beyond the now traditional chapter comparing the various types of business entities by adding full chapter-length discussions of the comparison of LLCs to S corporations and conversions to LLCs. …

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