March 21, 2007

Aspen Publishers Offers Comprehensive Delaware LLC Reference

(NEW YORK, N.Y., March 21, 2007) – Professionals now have a single, comprehensive reference to guide them through the complexities of forming, managing and terminating Delaware LLCs with Symonds & O’Toole on Delaware Limited Liability Companies by Robert L. Symonds, Jr. and Matthew J. O’Toole, published by Aspen Publishers, part of the Wolters Kluwer Law & Business group. Wolters Kluwer Law & Business is a leading provider of research products and software solutions in key specialty areas for legal and business professionals, as well as casebooks and study aids for law students (www.aspenpublishers.com).

This treatise provides a practical evaluation of the Delaware Limited Liability Company (DLLC) Act, with expert analysis of the most current statute and case law, as well as the underlying principles and reasoning behind it. It also identifies specific day-to-day issues facing practitioners and suggests workable approaches to potentially problematic situations involving Delaware limited liability companies.

"Not only does this resource offer practical information and extensive analysis for everything a practitioner needs to know about Delaware LLCs, but it also includes complete coverage of all the 2006 changes to the DLLC Act to keep practitioners up to date on the latest developments," said Steve Santel, Aspen Publishers product manager.

Informative, Up-to-date Content
Authored by noted Delaware limited liability company experts Robert L. Symonds, Jr. and Matthew J. O’Toole, this easy-to-use reference covers:

  • LLC formation – Explores the mechanics of LLC creation and provides how-to guidance.
  • Organization/the LLC agreement – Provides guidance on drafting LLC agreements, explaining the flexibility and limitations provided by the DLLC Act’s fundamental policy of freedom of contract.
  • Ownership and voting - Discusses the wide variety of DLLC ownership options and explores the possible role(s) of such owners.
  • Management - Discusses the practical aspects of different management structures and the power of each to bind the DLLC.
  • Indemnification - Addresses a DLLC’s statutory power to indemnify, possible public policy and equitable limitations on indemnification rights and duties, and practical issues, such as the adequacy of indemnification and the advisability of other protective measures, including limitation of liability and insurance.
  • Special Purpose Vehicle protections and creditors' rights - Discusses relevant statutory provisions and practical issues, such as bankruptcy remoteness and the exercise of remedies against DLLC assets and members.
  • Fundamental transactions - Discusses the DLLC Act's provisions regarding merger; consolidation; conversion; transfer and domestication; and dissolution, among other transactions.
  • Taxation - Focuses on federal income tax issues relevant to DLLCs and addresses related matters, such as Delaware income taxation and annual fees.
  • Dissolution - Explores the causes of DLLC dissolution and the limited scope of a dissolved DLLC's activities.

In addition, Symonds & O’Toole on Delaware Limited Liability Companies includes useful, time-saving forms for practitioners and is logically organized with extensive tables, appendices and chapter summaries for ease of use. Appendices included on an accompanying CD-ROM contain the legislative history of the DLLC Act.

About the Authors
Robert L. Symonds, Jr. is a partner in the firm of Morris, James, Hitchens & Williams LLP, where he chairs the firm's transactions practice. Since 1990, he has served as a member of, and is currently the Chair of the Committee of the Delaware State Bar Association responsible for the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act. As such, Symonds is an original draftsman of the Delaware Limited Liability Company Act and has been a principal draftsman of the other statutes listed above. Symonds is also a former Chair of the Delaware State Bar Association's Commercial Law Section, and has been, since 1990, a member of that Section's Committee responsible for the Delaware Statutory Trust Act. A substantial portion of his practice deals with matters relating to Delaware business entities, including limited liability companies, partnerships, statutory trusts, and corporations. He is involved both in transactional matters and in providing substantive support for litigation matters involving these entities. Symonds has also lectured on the subject of limited liability companies and other alternative entities at continuing legal education seminars.

Matthew J. O’Toole is a partner in the firm of Morris, James, Hitchens & Williams LLP. O'Toole is a member of the Committee of the Delaware State Bar Association responsible for the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act. In addition, he is a member of the Council of the Corporation Law Section of the Delaware State Bar Association, which is responsible for proposing amendments to Delaware's General Corporation Law. O'Toole concentrates his practice on corporate and business transactions, particularly the structure and use of Delaware business entities, including Delaware corporations, limited liability companies, partnerships and statutory trusts. He also provides substantive support for litigation matters involving these entities. O’Toole has also lectured on limited liability companies and other alternative entities at continuing legal education seminars.

For More Information
For more information or to order Symonds & O’Toole on Delaware Limited Liability Companies, go to www.aspenpublishers.com or call 1-800-638-8437. This loose-leaf reference is currently being offered with a bonus CD-ROM for the price of $225.

About Wolters Kluwer Law & Business
Wolters Kluwer Law & Business is a leading provider of research products and software solutions in key specialty areas for legal and business professionals, as well as casebooks and study aids for law students. Its major product lines include Aspen Publishers, CCH, Kluwer Law International and Loislaw. Its markets include health care organizations, law firms, law schools, corporate counsel and professionals requiring legal and compliance information. Wolters Kluwer Law & Business, a unit of Wolters Kluwer, is based in New York City and Riverwoods, Ill.

Contact:
Leslie Bonacum
1 847-267-7153
mediahelp@cch.com

Neil Allen
1 847-267-2179
neil.allen@wolterskluwer.com