Limited Liability Companies in Kentucky, Second Edition

The Kentucky Limited Liability Company Act, KRS Chapter 275, went into effect July 15, 1994, allowing Kentuckians to conduct business under the LLC form. With over 10,000 LLCs formed in the Commonwealth since the Act\u27s inception, this flexible business entity has become the most popular way to conduct business in Kentucky. The LLC has become so pervasive that business law practitioners, accountants, tax advisors and estate planners must all be well-versed in the myriad of issues and creative applications that accompany this business entity. With flexible tax-treatment and the liability protection of a traditional corporation this entity is utilized not only for business formation and practice but also for business succession and estate planning, the structuring of joint ventures and strategic alliances, as venture capital vehicles, and as tax planning tools. The goal of this monograph is to provide the practitioner with a concise and comprehensive approach to the tools necessary for lawyers to counsel and advise clients on this complex and efficient business entity form. Succinct chapters take the reader through an overview of the LLC entity and the Kentucky LLC Act; choice of entity considerations (both tax and non-tax); the formation, operation and statutory transaction issues which arise for the entity; as well as the new single-member LLC; the professional LLC; the use of the LLC in tax-exempt organizations; wealth transfer planning with LLCs; and securities law, commercial law and benefit issues arising under the LLC entity. Each chapter is set forth in separately numbered paragraphs, present running headers for easy access, and are cross-referenced to other relevant chapters and paragraphs contained in the monograph. Summary and comparative charts, a table of authorities and a statutory appendix are also presented. Finally, a comprehensive index has been created to aid the user in finding relevant subject treatments

Limited Liability Companies in Kentucky: Applications & New Topics for the LLC

Materials from the Limited Liability Companies in Kentucky conference held by UK/CLE in October 1999

Integrin-mediated axoglial interactions initiate myelination in the central nervous system

All but the smallest-diameter axons in the central nervous system are myelinated, but the signals that initiate myelination are unknown. Our prior work has shown that integrin signaling forms part of the cell–cell interactions that ensure only those oligodendrocytes contacting axons survive. Here, therefore, we have asked whether integrins regulate the interactions that lead to myelination. Using homologous recombination to insert a single-copy transgene into the hypoxanthine phosphoribosyl transferase (hprt) locus, we find that mice expressing a dominant-negative β1 integrin in myelinating oligodendrocytes require a larger axon diameter to initiate timely myelination. Mice with a conditional deletion of focal adhesion kinase (a signaling molecule activated by integrins) exhibit a similar phenotype. Conversely, transgenic mice expressing dominant-negative β3 integrin in oligodendrocytes display no myelination abnormalities. We conclude that β1 integrin plays a key role in the axoglial interactions that sense axon size and initiate myelination, such that loss of integrin signaling leads to a delay in myelination of small-diameter axons

Creating and curating an archive: Bury St Edmunds and its Anglo-Saxon past

This contribution explores the mechanisms by which the Benedictine foundation of Bury St Edmunds sought to legitimise and preserve their spurious pre-Conquest privileges and holdings throughout the Middle Ages. The archive is extraordinary in terms of the large number of surviving registers and cartularies which contain copies of Anglo-Saxon charters, many of which are wholly or partly in Old English. The essay charts the changing use to which these ancient documents were put in response to threats to the foundation's continued enjoyment of its liberties. The focus throughout the essay is to demonstrate how pragmatic considerations at every stage affects the development of the archive and the ways in which these linguistically challenging texts were presented, re-presented, and represented during the Abbey’s history

Partnership Taxation, Third Edition

Partnership Taxation is one of several releases from the LexisNexis Graduate Tax Series. This book contains a thorough discussion of the rules of partnership taxation - when a partnership exists, the tax treatment of contributions to a partnership, the basis of partnership assets and interests in a partnership, how income is allocated to the partners, the tax treatment of distributions, the consequences of partnership liabilities, partnership mergers, the retirement of a partner and dissolution of the partnership. There is also significant attention paid to the numerous anti-abuse rules that have been adopted by Congress and the IRS over the past several decades, including the disguised sale rules, the treatment of mixing-bowl transactions, the complex rules to prevent basis abuse, and the overriding partnership anti-abuse regulations adopted by the IRS. In addition, this book explores one of the fundamental questions that always arises in partnership taxation: Is a partnership to be treated as a separate taxable entity or an aggregate of its partners? The tension between entity and aggregate treatment of a partnership is one of the recurring issues in determining the tax consequences of partnership transactions. In addition to bringing the book up-to-date with the latest tax law changes and expansion of several chapters, the Third Edition contains new chapters on family partnerships, the death of a partner, and S corporations. It provides an extended discussion of allocation methods that do not have substantial economic effect, but are designed to be in accordance with the partners\u27 interests in the partnership; series LLCs and their recently proposed regulations are also discussed in detail. The text is now suitable for both a basic partnership tax course (if partnership tax can ever be thought of as basic), as well as an advanced partnership tax course. The Teacher\u27s Manual provides suggested syllabi for both courses.https://scholarworks.law.ubalt.edu/fac_books/1055/thumbnail.jp

Partnership Taxation, Third Edition

Partnership Taxation is one of several releases from the LexisNexis Graduate Tax Series. This book contains a thorough discussion of the rules of partnership taxation - when a partnership exists, the tax treatment of contributions to a partnership, the basis of partnership assets and interests in a partnership, how income is allocated to the partners, the tax treatment of distributions, the consequences of partnership liabilities, partnership mergers, the retirement of a partner and dissolution of the partnership. There is also significant attention paid to the numerous anti-abuse rules that have been adopted by Congress and the IRS over the past several decades, including the disguised sale rules, the treatment of mixing-bowl transactions, the complex rules to prevent basis abuse, and the overriding partnership anti-abuse regulations adopted by the IRS. In addition, this book explores one of the fundamental questions that always arises in partnership taxation: Is a partnership to be treated as a separate taxable entity or an aggregate of its partners? The tension between entity and aggregate treatment of a partnership is one of the recurring issues in determining the tax consequences of partnership transactions. In addition to bringing the book up-to-date with the latest tax law changes and expansion of several chapters, the Third Edition contains new chapters on family partnerships, the death of a partner, and S corporations. It provides an extended discussion of allocation methods that do not have substantial economic effect, but are designed to be in accordance with the partners\u27 interests in the partnership; series LLCs and their recently proposed regulations are also discussed in detail. The text is now suitable for both a basic partnership tax course (if partnership tax can ever be thought of as basic), as well as an advanced partnership tax course. The Teacher\u27s Manual provides suggested syllabi for both courses.https://scholarworks.law.ubalt.edu/fac_books/1055/thumbnail.jp

B-ZIP Proteins Encoded by the Drosophila Genome: Evaluation of Potential Dimerization Partners

The basic region-leucine zipper (B-ZIP) (bZIP) protein motif dimerizes to bind specific DNA sequences. We have identified 27 B-ZIP proteins in the recently sequenced Drosophila melanogaster genome. The dimerization specificity of these 27 B-ZIP proteins was evaluated using two structural criteria: (1) the presence of attractive or repulsive interhelical g↔e‘ electrostatic interactions and (2) the presence of polar or charged amino acids in the ‘a’ and ‘d’ positions of the hydrophobic interface. None of the B-ZIP proteins contain only aliphatic amino acids in the‘a’ and ‘d’ position. Only six of the Drosophila B-ZIP proteins contain a “canonical” hydrophobic interface like the yeast GCN4, and the mammalian JUN, ATF2, CREB, C/EBP, and PAR leucine zippers, characterized by asparagine in the second ‘a’ position. Twelve leucine zippers contain polar amino acids in the first, third, and fourth ‘a’ positions. Circular dichroism spectroscopy, used to monitor thermal denaturations of a heterodimerizing leucine zipper system containing either valine (V) or asparagine (N) in the ‘a’ position, indicates that the V–N interaction is 2.3 kcal/mole less stable than an N–N interaction and 5.3 kcal/mole less stable than a V–V interaction. Thus, we propose that the presence of polar amino acids in novel positions of the ‘a’ position of Drosophila B-ZIP proteins has led to leucine zippers that homodimerize rather than heterodimerize