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2010

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Val D. Ricks

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Three Suggestions For The Texas Limited Liability Company Law, Val D. Ricks Nov 2010

Three Suggestions For The Texas Limited Liability Company Law, Val D. Ricks

Val D. Ricks

Since I began asking my students to study the Texas Business Organizations Code, I have encountered several provisions that are difficult to explain. In this article, I address the three most bothersome such provisions in the code applicable to limited liability companies: (1) The statute addressing “Transactions Involving Interested Governing Persons” actually does not address such transactions. (2) The statute applicable to agents of limited liability companies overturns nearly the entire common law of agency and leaves us with uncertainty. (3) Against the explicit provisions of the Code, legislative history, and another provision making it almost impossible procedurally, courts apply ...