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Full-Text Articles in Law

Three Problems (And Two Solutions) In The Law Of Partnership Formation, Shawn Bayern Apr 2016

Three Problems (And Two Solutions) In The Law Of Partnership Formation, Shawn Bayern

University of Michigan Journal of Law Reform

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.


Charitable Choices: The Need For A Uniform Nonprofit Limited Liability Company Act (Unllca), Kenya J. H. Smith Jan 2016

Charitable Choices: The Need For A Uniform Nonprofit Limited Liability Company Act (Unllca), Kenya J. H. Smith

University of Michigan Journal of Law Reform

Uniform laws serve an important role in our society, balancing state autonomy and the need to provide consistent solutions to common problems among the states. The Uniform Law Commission (ULC) is the preeminent authority that promulgates uniform laws. To date, the ULC has promulgated over 150 uniform and model acts. ULC tackles a wide array of issues, including child custody and protection, probate, electronic records, and commercial law. The ULC aims to “provide[ ] states with non-partisan, well-conceived and well-drafted legislation that brings clarity and stability to critical areas of state statutory law.”