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Unincorporated Business Entities

  • Edition : 5th ed., 2013
  • Author(s) : Ribstein, Lipshaw
    • ISBN: 9780769866475
    • SKU: 94101
    • Condition: New
    • Format: Hardcover


    List Price: $216.00

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    • ISBN: 9780769866475
    • SKU: 94101U
    • Condition: Used
    • Format: Hardcover


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    • ISBN: 9780769866475
    • SKU: 94101R
    • Condition: New
    • Format: Hardcover


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The rapid proliferation of unincorporated business forms has moved beyond the scope of traditional Corporations and Agency/Partnership courses and textbooks, which leaves students without the necessary knowledge to competently advise business clients. Unincorporated Business Entities was designed to fill that widening gap in the existing curriculum and is designed for a three-semester-hour course and has the following features:

The Unincorporated Business Entities casebook focuses on the modern law of partnerships and other unincorporated firms. As a result, it emphasizes the issues that business lawyers are dealing with today rather than the arcane legal rules that traditionally have been the focus of the Agency and Partnership course.

This is a business planning book. This means that it includes many notes and problems on planning and drafting issues. It also means that it draws together materials from disparate areas of the law, including tax, bankruptcy, securities, and employment discrimination, that bear on business planning.

Drafting and planning coverage is implemented through notes, questions, and problems. The "Chameleon" agreement in the Appendix provides the skeleton of a partnership or operating agreement for any of the forms of business discussed in the book. (The parties to the agreement are referred to as “memners” - that is, partner/members.) This agreement shows the topics that might be covered in a partnership or operating agreement and how the coverage might be organized. Notes throughout the book cross-reference the agreement, and the annotations in the agreement in turn cross-reference the book. Chapter 1 includes a global drafting and planning exercise that links together all of the material in the book.

Table of Contents includes:
Agency and the Sole Proprietor;
Forming the Partnership;
Partners' Financial Rights;
Management and Control;
Partners' Vicarious Liability;
Partners' Property Rights;
Fiduciary Duties and Remedies;
Disassociation and Dissolution;
The Search for the Incorporated Partnership;
The Limited Partnership;
The LLC;
The Limited Liability Partnership;
New Directions for Unincorporated Firms.