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

内容

目次

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