Partnership & LLCs
Half of this course is devoted to the law of partnership, and half to the law concerning limited partnership and limited liability companies. In partnership, the focus is on practical issues arising in commercial and law partnerships, notably those relating to the management of partnerships, agency powers of partners, strong fiduciary duties among partners, specific duties when partners leave or are expelled, the allocation of profits and losses, the handling of property rights, and continuation versus dissolution of partnerships. We will review the rules of both the Uniform Partnership Act and the Revised Uniform Partnership Act, as well as basic agency law rules.
Limited partnerships are commonly used in real estate development, oil and gas exploration and extraction, and in the launching of high technology enterprises. The coverage of limited partnership law centers upon the management powers and fiduciary duties of general partners, the status and rights of limited partners and the extent of control limited partners can exercise over general partners. We will examine the relevant provisions of the Uniform Limited Partnership Act and the Revised Uniform Limited Partnership Act.
In the relatively new field of limited liability companies, now customarily used instead of closely held corporations, we will review their legal nature, mode of creation, the doctrine of piercing the corporate veil, alternative forms of manager-managed and member-managed LLCs, management structure and the fiduciary duties of managers and members. We will concentrate on the New York and Delaware LLC statutory provisions.