Law Commons^™

How Can I Be A Party To A Contract And Yet Lack Standing To Sue Another Party For Breach?, Daniel S. Kleinberger

Faculty Scholarship

The distinction between direct and derivative claims follows necessarily from the concept of a legal person being separate and distinct from its owners, raises and resolves a question of standing, has serious practical consequences in litigation, and is central to the governance of any business entity. In a closely held business, the distinction usually protects the deal the owners have made for themselves. On some occasions, however, the distinction helps shelter a miscreant majority owner who has managed to harm a fellow owner indirectly.

This column will briefly describe the three approaches to the direct-derivative distinction found in the case …

Making The Case For The Uniform Limited Liability Company Act (2013) In Arkansas, Carol Goforth

University of Arkansas at Little Rock Law Review

No abstract provided.

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."

The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller

Meredith R. Miller

The New York Limited Liability Company Law (“LLC Law”) has turned 20. This occasion presents an opportunity to reflect on its past, present and future.

The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller

Touro Law Review

The New York Limited Liability Company Law (“LLC Law”) has turned 20. This occasion presents an opportunity to reflect on its past, present and future.

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 …

Bumping Along The Bottom: Abandoned Principles And Failed Fiduciary Standards In Uniform Partnership And Llc Statutes, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

The Lost Distinction Between Agency And Decisional Authority: Unfortunate Consequences Of The Member-Managed Versus Manager-Managed Distinction In The Limited Liability Company, Thomas E. Rutledge

Kentucky Law Journal

No abstract provided.

The Limited Liability Company Experiment: Unlimited Flexibility, Uncertain Role, Wayne M. Gazur

Publications

No abstract provided.