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Table of Contents
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List of Forms by Chapter - Chapter 1 — Overview
- Chapter 2 — Introduction to and Background of Illinois Limited Liability Companies
- Chapter 3 — Organizing an Illinois Limited Liability Company
- Chapter 4 — Limited Liability Company Operating Agreements
- Chapter 5 — Illinois Limited Liability Company Operating and Maintenance Issues
- Chapter 6 — Liability of Members and Managers in Limited Liability Companies, Including Breach of Fiduciary Duties
- Chapter 7 — Capital Structure and Membership Interests
- Chapter 8 — Uses for Limited Liability Companies
- Chapter 9 — Working with Limited Liability Companies
- Chapter 10 — Tax Issues
- Chapter 11 — Series Limited Liability Companies
- Chapter 12 — Insolvency Implications for the Limited Liability Company and Its Members
- I. [12.1] Scope of the Chapter
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II. [12.2] The Event of Insolvency: Guiding Principles - III. [12.7] The Insolvent Limited Liability Company
- [12.8] The Insolvent Enterprise: Whose Business Is It Anyway?
- [12.9] Distributions to Members of an Insolvent Limited Liability Company
- [12.10] Extension of Fiduciary Duties: Creditors as Stakeholders
- [12.11] Standards for Traditional Fiduciary Duties Under Illinois Law
- [12.12] Particular Duties and Obligations
- [12.13] Manager-Managed Limited Liability Companies vs. Member-Managed Limited Liability Companies
- [12.14] Waiver of Fiduciary Duties
- [12.15] Fiduciary Duties in the Context of an Insolvent Limited Liability Company
- [12.16] Derivative Standing
- [12.17] Fraudulent Transfers Under the Illinois Uniform Fraudulent Transfer Act
- [12.18] Piercing the Entity Veil and Alter-Ego Claims
- IV. [12.19] The Insolvent Limited Liability Company Member
- V. [12.22] Out-of-Court Workout or Dissolution of the Insolvent Limited Liability Company
- VI. [12.26] The Limited Liability Company and Its Members and Managers in Bankruptcy
- [12.27] Initial Considerations for an Insolvent Debtor
- [12.28] Alternative Bankruptcy Chapters
- [12.29] Limits on a Limited Liability Company’s Eligibility To File Under Certain Bankruptcy Chapters
- [12.30] The Dissolved Limited Liability Company as a Bankruptcy Debtor
- [12.31] The Operating Agreement and “Executory Contract” Analysis
- VII. [12.32] The Limited Liability Company Debtor in a Chapter 11 Case
- [12.33] Authority To File Bankruptcy
- [12.34] Consent for Filing Required Under the Limited Liability Company Act
- [12.35] Filing Limitations Contained in the Operating Agreement
- [12.36] “Blocking Member” Provisions
- [12.37] The Single Asset Real Estate Entity
- [12.38] Designation as a Single Asset Real Estate
- [12.39] Ramifications of a Single Asset Real Estate Designation
- Fiduciary Duties of the Managers/Members of the Limited Liability Company Debtor
- [12.40] General Duties and Obligations in Chapter 11
- [12.41] The Protections of Notice to Creditors and Court Approval
- [12.42] Statutory Remedies for the Breach of Fiduciary Duties in Bankruptcy
- [12.43] The Operating Agreement in a Limited Liability Company Chapter 11 Case
- The Limited Liability Company Debtor’s Interests: Property of the Estate and the Automatic Stay
- [12.44] Statutory Framework
- [12.45] Property of the Dissolved Limited Liability Company Debtor
- [12.46] The Limited Liability Company Debtor’s Interests in Causes of Action
- [12.47] Derivative Actions
- [12.48] Assets of Nondebtor Entities: Substantive Consolidation
- [12.49] Emerging From Chapter 11: Confirmation of a Chapter 11 Plan
- [12.50] The Chapter 11 Plan
- [12.51] Statutory Minimum Requirements
- [12.52] Plan Term Issues Particularly Relevant to a Limited Liability Company Debtor
- [12.53] Confirmation of a Chapter 11 Plan
- [12.54] The Statutory Framework
- [12.55] Retention of Membership Interests: The Absolute-Priority Rule
- [12.56] Securities Exemptions
- VIII. [12.57] The Member Debtor in a Chapter 7 Case
- [12.58] The Member Debtor’s Membership Interest: Property of the Estate
- [12.59] Distributional Interests
- [12.60] Noneconomic Interests
- [12.61] Limited Liability Company Restrictions Impacting the Trustee’s Rights: Ipso Facto Provisions
- [12.62] Dissolution of the Member’s Limited Liability Company
- [12.63] Dissociation of the Member Debtor
- [12.64] Sale of the Member Debtor’s Membership Interests
- [12.65] Anti-Assignment Clauses in Executory Contracts
- [12.66] Purchase Options/Rights of First Refusal
- [12.67] The Member Debtor’s Bankruptcy Discharge and Fiduciary Duty Claims
- IX. [12.68] Conclusion
Authors
Limited Liability Companies (ARCHIVED 2022 EDITION)
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