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Full-Text Articles in Law
Equity In Llc Law?, Mohsen Manesh
Equity In Llc Law?, Mohsen Manesh
Florida State University Law Review
To what extent does equity play a role in LLC law? To what extent do courts retain the judicial discretion “to do right and justice” in circumstances in which the LLC statute and the applicable LLC agreement do not otherwise offer an adequate remedy to an aggrieved LLC member or manager? Until recently, the answer to these questions was quite clear: Equity is subordinate to the freedom of contract and the express terms of the agreement governing an LLC. But the Delaware Chancery Court’s decision in In re Carlisle Etcetera has upended this basic precept of LLC law and practice. …
Shareholder Political Primacy, Jay B. Kesten
Shareholder Political Primacy, Jay B. Kesten
Scholarly Publications
Corporate political activity raises an important and diffcult question of corporate law: who decides when the corporation should speak and what it should say? In several cases, the Supreme Court has provided a clear answer: shareholders, acting through the procedures of corporate democracy. While this holding has attracted substantial academic and public criticism, there has been no sustained evaluation (beyond identifying the potential agency costs of corporate political activity) of the possibility that the Supreme Court's appeal to the fraught concept of "corporate democracy," though woefully under-theorized, might be the best allocation of power in the limited context of corporate …
Donald Weidner And The Modern Law Of Partnerships, Robert W. Hillman
Donald Weidner And The Modern Law Of Partnerships, Robert W. Hillman
Florida State University Law Review
No abstract provided.
Three Problems (And Two Solutions) In The Law Of Partnership Formation, Shawn J. Bayern
Three Problems (And Two Solutions) In The Law Of Partnership Formation, Shawn J. Bayern
Scholarly Publications
This Article considers several foundational questions concerning the formation of general partnerships, a topic that has received little modern attention and that is governed largely by classical axioms rather than adaptive modern considerations. Its three main topics concern (1) the timing of partnership formation, (2) the aggregation of multiple distinct questions under the single heading of “partnership formation,” and (3) the rarely challenged proposition that general partners ought to be liable for partnership obligations, a doctrine that is surprisingly at odds with the rest of modern business-entity law.