Book Review the Limited Liability Company, Second Edition, William D. Bagley, Philip P. Whynott; James Publishing, Inc. 1994. Vol. I -968 Pages; Vol. Ii -868 Pages. $169.00; Llc Forms on Computer Disk Available (fn1). $49.00

Pages159
Publication year2021
Connecticut Bar Journal
Volume 69.

69 CBJ 159. BOOK REVIEW The Limited Liability Company, Second Edition, William D. Bagley, Philip P. Whynott; James Publishing, Inc. 1994. Vol. I -968 pages; Vol. II -868 pages. $169.00; LLC Forms on Computer Disk Available (fn1). $49.00




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BOOK REVIEW
The Limited Liability Company, Second Edition, William D Bagley, Philip P. Whynott; James Publishing, Inc. 1994. Vol I -968 pages; Vol. II -868 pages. $169.00; LLC Forms on Computer Disk Available (fn1). $49.00

It is fitting that this leading (and perhaps sole national) treatise on the Limited Liability Company should have been written by Messrs. Bagley and Whynott, both Wyoming business law practitioners, since Wyoming was the first United States jurisdiction forward-thinking enough to adopt a modern limited liability company ("LLC") law, back in 1977. (When the original version of the book appeared, only a handful of states had adopted LLC acts; by the advent of this edition, some 40 U.S. jurisdictions had done so.) The rapid growth of the innovative business entity that is the subject of this work is reflected in the fact that this Second Edition consists of two sizable volumes, whereas the First Edition, published only several years ago, consisted of only one volume.

The treatise achieves an optimum mix of material of academic interest and esoterica (which is to say a minimum of esoterica, given that this work clearly is intended as a hands-on practice tool), and nuts and bolts information and materials. (Yes, and LLC jargon has already developed. Thus, for example, the reader is reminded that, generally, a "bulletproof" LLC statute, is one which, if complied with, imparts a safe-harbor with respect to tax "recognition" of an LLC, whereas compliance with a "flexible" LLC statute, without more, does not assure such recognition.) Because of design and content, the book's eleven chapters, divided into five parts, lend themselves to use by practitioners at virtually every level of familiarity with the LLC entity, from novices to authorities in Bagley's and Whynott's league.

Space does not permit a comprehensive survey of the contents, but discussion of selected sections is illustrative of the usefulness and inclusiveness of this book. With the dawn of the LLC, the venerable "choice of entity" analysis the business lawyer surveys with his clients has become that much more complicated. Predictably and helpfully, after a brief...

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