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.
Wisconsin
Lawyer
