Curriculum Guide · Courses

Professor Bishop

J.D. Course 632 | 3 credit hours

The limited liability company is the dominant newly formed business entity in the United States including corporations and partnerships. Even in Delaware, more limited liability companies are now formed every year than corporations. Understanding this entity form has become a mainstay of every lawyer’s practice. Brief coverage is devoted to choice of organization including partnership and corporate attributes, process of formation, and limited liability. Close examination is devoted to the management structure and resulting agency principles, including the fiduciary obligations of members and managers as well as direct and derivative suits to enforce those obligations. Topics covered include unincorporated entity tax classification, publicly traded partnership rules, the disregarded entity rules applicable to a single-member limited liability company, the role of statutory default rules and the limits of the operating agreement, effects of the lack of freely transferable ownership interests (including judgment creditor charging orders), and special rules applicable to same and cross species mergers, conversions and domestications. The Revised Uniform Limited Liability Company Act and the Delaware Limited Liability Company Act will be the statutory comparative models. The role of the lawyer is explored in connection with the continuing role of the limited liability company in modern society as a corporate alternative.

Prerequisite: Corporations and Taxation I.