Law Commons^™

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 …

A Jurisdictional Approach To Collapsing Corporate Distinctions, Peter B. Oh

Articles

This article challenges our persistent path dependence on defunct distinctions between corporations and certain limited unincorporated associations. Recent federal tax regulations have inspired proposals for consolidated treatment of all limited business organizations through uniformly based or universally applicable statutes. I contend these proposals are preoccupied with how hybrid organizations such as the limited liability company and the limited liability partnership amalgamate, and thus implicitly preserve, traditional dichotomies between corporations and partnership categorizations as well as entities and aggregate theories. The continued use of these schemes compromises the legal basis for such proposals.

By critically examining certain jurisdictional principles, this article …

Foreword, J. Dennis Hynes

Publications

No abstract provided.

Fiduciary Rules And Rupa, J. Dennis Hynes

Publications

No abstract provided.

The Charging Order: Conflicts Between Partners And Creditors, J. Dennis Hynes

Publications

No abstract provided.

The Revised Uniform Partnership Act: Some Comments On The Latest Draft Of Rupa, J. Dennis Hynes

Publications

No abstract provided.

Who Owns Christmas Trees? The Disposition Of Property Used By A Partnership, Daniel S. Kleinberger, Barbara A. Wrigley

Faculty Scholarship

Two partners form an enterprise. One (the K partner) supplies the assets used by the enterprise. The other partner (the L partner) supplies only labor. When the enterprise ends, the partners disagree about how to divide the property used in the partnership business. The K partner wants his or her property returned. The L partner wants his or her share of the business assets. If some of the property has appreciated while in partnership use, the dispute will be especially complicated. How do the partners divide the value of the property as originally brought into the business? Who benefits from …

A Perspective To Reconsider Partnership Law, Donald J. Weidner

Scholarly Publications

The Uniform Partnership Act, unchanged in over seventy years, is being considered for revision by the National Conference of Commissioners on Uniform State Laws. As Reporter to the Drafting Committee, Professor Weidner recommends that the revision process begin with a reconsideration of the fundamentals of partnership law. The drafters of the present act struggled to reconcile the conflicts between the entity and aggregate theories of partnership, conflicts which still permeate partnership law. While theoretical consistency may be desirable, a pragmatic approach to revision requires a structuring of partnership law that will serve the needs of both large and small partnerships. …

The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner

Scholarly Publications

No abstract provided.

Optional Adjustments To Basis Of Partnership Property On Transfer Of Partnership Interests, Donald J. Weidner

Scholarly Publications

No abstract provided.

Comparison Of Major Tax And Legal Advantages Of Operating In An Unincorporated Form, Douglas A. Kahn

Book Chapters

As an introduction to the subject of this conference, several topics will be discussed. First, the tax and non-tax consequences of conducting business in a partnership form will be examined and compared with the consequences of doing business in a corporate form. The principle concern of this paper, however, is to examine the tax consequences of transferring property to a corporation, whether such transfer is made at the time the corporation is organized or at some subsequent date.

Partnership Entity And Tenancy In Partnership: The Struggle For A Definition, Joseph H. Drake

Articles

PARTNERSHIP is a legal entity formed by the association of two or more persons. This definition of a partnership as a person or entity represents what may be characterized as a generally accepted theory among American jurists at the time of its publication in 1893. But a later definition says: "A partnership is an association of two more persons." "A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership." The second definition shows that the Commissioners on Uniform State Laws have rejected the entity theory and coined a new term to describe partnership …