Law Commons^™

Book Review: Christopher Nicholls' Corporate Law (Emp, 2006), Mary Condon

Articles & Book Chapters

Professor Chris Nicholls is a distinctive voice in the Canadian corporate legal academy. A prolific scholar of corporate and securities law developments, he is one of a few Canadian corporate legal academics to have a wealth of legal practice experience to draw upon, and to understand from detailed first-hand experience of both realms how they differ in the questions that are asked and the way answers are formulated. These diverse experiences make him eminently qualified to prepare a text on Canadian corporate law for use not only by law students, but also legal practitioners wishing to understand the latest developments …

A Little Of This, Little Of That: Potential Effects On Entrepreneurship Of The Mccain And Obama Tax Proposals, Anthony J. Luppino

Faculty Works

No abstract provided.

The “New” Fiduciary Standards Under The Revised Uniform Liability Company Act: More Bottom Bumping From Nccusl, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Between 1995 and 2001, the influential National Conference of Commissioners on Uniform State Laws (NCCUSL) promulgated iterations of uniform laws pertaining to partnerships, limited partnerships and limited liability companies. One or more of those acts have been widely adopted by state legislatures.

Each of the three acts—the Uniform Partnership Act (1997) (RUPA), the Uniform Limited Partnership Act (2001) (ULPA (2001)), and the Uniform Limited Liability Company Act (1996) (ULLCA)—contains identical fiduciary duty provisions. The acts all adopt the same standards for the duty of care and the duty of loyalty, and offer parties the same limited rights to opt out …

The Plight Of The Bare Naked Assignee, Daniel S. Kleinberger

Faculty Scholarship

A new and separate opportunity for oppression exists because LLC law purports to (1) recognize a species of persons holding legal rights vis-á-vis the LLC (assignees) while (2) denying those persons any remedies whatsoever in connection with those rights. This article addresses the conceptual mechanics, history, and ultimate instability of that denial. The article also considers a note of irony­—namely, that the plight of the "bare naked assignee" derives from a construct, the organization as "aggregate," that LLC law has in all other respects emphatically transcended. To understand the plight of the assignee of an LLC interest, one must first …

Finessing Well-Plead Derivative Lawsuits: The Implications Of The Minnesota Supreme Court's Selection Of Auerbach Over Zapata, James F. Hogg

Faculty Scholarship

This article begins with the factual background and subsequent procedural history of the UnitedHealth Group Inc. shareholder derivitve litigation, as an instance where Minnesota courts effectively disposed of the factual allegations in a well-pleaded derivative action, directed at the behavior and actions of members of a board of directors, without reviewing finding of facts or reasoning behind the SLC's report or conclusions. The purpose of this article is to understand how a board-appointed committee can convince a court to dismiss and settle a derivative suit without showing detailed justification, and this is achieved by reviewing the statutes, case law, and …