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Full-Text Articles in Law
Like Great Britain, A Limited Liability Company May Have An Unwritten Constitution, Daniel S. Kleinberger
Like Great Britain, A Limited Liability Company May Have An Unwritten Constitution, Daniel S. Kleinberger
Faculty Scholarship
No abstract provided.
Don’T Dabble In Delaware, Daniel S. Kleinberger
Don’T Dabble In Delaware, Daniel S. Kleinberger
Faculty Scholarship
When a litigator argues for a particular choice of law, the litigator seeks retrospectively the law most favorable to a particular claim or claims. When a business lawyer chooses a state of formation for a business entity, the lawyer seeks prospectively the governing law whose characteristics most favor the client’s interests.
Although in particular situations one characteristic may dominate, in general the business lawyer should look for governing law that is clear, comprehensive, coherent, accessible, and stable (or at least predictable). With these five metrics in mind, this column explains why lawyers forming limited liability companies should not dabble in …
Delineating The Implied Covenant And Providing For “Good Faith”, Daniel S. Kleinberger
Delineating The Implied Covenant And Providing For “Good Faith”, Daniel S. Kleinberger
Faculty Scholarship
This column considers whether an operating or partnership agreement can delineate the implied contractual obligation, comparing ULLCA and the Delaware Act, and then warns of the dangers of carelessly imposing by contract an express requirement of "good faith."