Law Commons^™

Leaving Law Firms With Client Fees: Florida's Path, Donald J. Weidner

Scholarly Publications

No abstract provided.

Capital Accounts In Llcs And In Partnerships: Powerful Default Rules And Potential Tax Significance, Donald J. Weidner

Scholarly Publications

Balance sheets for limited liability companies and for partnerships differ from corporate balance sheets in one important respect. Accounting for these alternative forms traditionally includes a separate equity account, or “capital account,” for each owner. Accounting practice and caselaw suggest that, at least as a default rule or norm, these accounts guide distributions on liquidation or buyout, and, if negative, may also reflect debts to the firm. Indeed, the statutory default rule of partnership law in most states requires that individual capital accounts be maintained and given economic significance on liquidation or buyout. Although the statutory law of LLCs does …

Partners Without Partners: The Legal Status Of Single Person Partnerships, Donald J. Weidner, Robert J. Hillman

Scholarly Publications

Is it possible to have a partnership consisting of one person, a partner without a partner? The question will arise when all but one of the members leaves a partnership. The Revised Uniform Partnership Act attempts to give greater stability to partnerships by narrowing the circumstances under which dissolutions occur, but it also fails to address the fundamental and important question of whether a partnership may be continued by a sole surviving partner.

In this Article, we explore the issues raised by a single person partnership. In particular, we address the central issue of whether the departure of the penultimate …

Cadwalader, Rupa And Fiduciary Duty, Donald J. Weidner

Scholarly Publications

No abstract provided.

Rupa And Fiduciary Duty: The Texture Of Relationship, Donald J. Weidner

Scholarly Publications

No abstract provided.

The Revised Uniform Partnership Act: The Reporters' Overview, Donald J. Weidner, John W. Larson

Scholarly Publications

This Article is a brief overview of what the Reporters believe to be the four basic contributions of the Revised Uniform Partnership Act (RUPA or Act). First, RUPA changes the law of partnership breakups and gives greater stability to partnerships by abandoning the traditional rule that a partnership is dissolved every time a member leaves. Second, RUPA makes clear that partners are not fiduciaries among themselves in the same sense as disinterested trustees. Specifically, RUPA states that partners legitimately may pursue self-interest without automatically running afoul of their fiduciary duties. On the other hand, RUPA provides an irreducible core of …

Three Policy Decisions Animate Revision Of Uniform Partnership Ac, Donald J. Weidner

Scholarly Publications

No abstract provided.