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    Wisconsin Lawyer
    December 01, 1999

    Wisconsin Lawyer December 1999: Book Reviews

    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.

    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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