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Vol. 72, No. 12, December
1999 |
Book Reviews
This Month's Featured Selections
LLCs and LLPs: A Wisconsin Handbook
by Steven R. Battenberg, Joseph W. Boucher,
Robert M. Fahrenbach, Debra Sadow Koenig,
Marcus S. Loden, Bret A. Roge,
Leonard S. Sosnowski, William R. West
(Madison, WI: State Bar CLE Books, 1999).
Forms on disk. 515+ pgs. $165.
To order, (800) 728-7788.
 Order
It Online Now!
Reviewed by Thomas A. Heyn
Almost half of new businesses in Wisconsin organize as limited
liability companies or limited liability partnerships. With recent
changes in federal and state law, it is nice to have LLCs
and LLPs: A Wisconsin Handbook as an up-to-date reference.
After introducing the background of LLCs and LLPs and the
principles that govern them, the handbook discusses the differences
between LLCs and other business entities and the advantages of
one form over another. Several tables provide a handy summary
of this information.
Chapters 3 through 5 focus on LLCs. Practitioners are guided
through the draft-ing of articles of organization and operat-ing
agreements, and the filing of various documents with the Department
of Financial Institutions. The book discusses the nature of a
member's interest in an LLC, management and control rights,
distributions, dissociation, and other operational issues. Tax
issues are covered in sufficient detail to alert practitioners
so they can seek necessary tax help.
While the handbook gives less coverage to limited liability
partnerships, it does discuss when an LLP is preferable to an
LLC and includes a separate chapter that examines limited liability
entities for organizing businesses for lawyers, accountants,
and other professionals.
Several LLC and LLP sample agreements are provided in the
book and on computer disk. The extensive appendix is especially
helpful and includes the Wisconsin statutes for LLCs and LLPs,
regulations from the IRS and the Wisconsin Department of Revenue,
and several other resources.
LLCs and LLPs: A Wisconsin Handbook is an excellent
resource for newer practitioners. For experienced lawyers, it
provides an update on the latest LLC and LLP law, and is a good
tool for reviewing the major issues and concerns.
Thomas A. Heyn, U.W. 1998, focuses on
estate planning, real estate, and business law from his office
in Cottage Grove.
The Business Judgment Rule:
Fiduciary Duties of Corporate Directors
by Aspen Law (New York, NY:
Aspen Law & Business, 1999).
2,500 pgs. 2 vols.
To order, (212) 597
Reviewed by Jon G. Furlow
This comprehensive primer on the operation of the business
judgment rule is weighty, both in size and information; its two
volumes span almost 2,500 pages with 1,839 footnotes packed with
case citations and other useful reference information. The authors
are from large national law firms and one in-house lawyer; their
focus is national, drawing heavily on Delaware law but with attention
to other jurisdictions as necessary, including Wisconsin.
The work's strength is its attention to detail and adherence
to the fundamental premise that thoughtful legal analysis begins
from a thorough understanding of the basic rules and their foundation.
The opening chapter lays the historical foundation of the business
judgment rule, discusses its rationale, and provides an excellent
overview of the rule's operation. A detailed discussion
follows of the fiduciary duties of corporate directors: the duties
of care, loyalty, and disclosure; wrongful coercion; the extent
to which shareholders must be treated equally; and the special
duties that arise when the corporation falls on financial troubles.
The book next examines how the business judgment rule applies
in three separate contexts: transactions involving corporate
control; shareholder derivative litigation; and insurance and
indemnification issues.
The book is a good blend of theory and rules but always moves
back to the case law to demonstrate (with sometimes overwhelming
citations) how the courts have applied the rules in particular
situations. The compilation and discussion of the relevant case
law makes the book a very good starting point for legal research.
Also helpful are the indexes, which are informative and lengthy.
Case law is provided alphabetically, federal regulations and
secondary sources are included, and state statutes are identified
and organized by state. The topic index is very useful although
it does contain some maddening circular cross references.
This is an excellent reference book for lawyers involved in
business counseling and litigation, and a useful overview of
legal principles at play when corporate decision making is challenged.
It is well written and very accessible.
Jon G. Furlow, Minnesota 1986 cum laude,
is a partner in the litigation group at Michael Best & Friedrich
LLP where he practices in business and environmental litigation.
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