Unincorporated Business Entities

This course surveys the law of unincorporated business entities, i.e. partnerships, including the limited partnership (LP) and limited liability partnership (LLP), and the limited liability company (LLC). While the course covers the law of agency in the first two weeks of class, the main focus is on partnerships and LLCs, both from an analytical perspective and from a planning perspective. We will analyze legal problems involved in the formation and operation of closely held businesses. The importance of “unincorporated” forms of business organization has increased in recent years, both in business in general and in areas such as venture capital and private equity.

Issues to be included management powers, the status of general and limited partners, fiduciary duties among partners, especially when partners leave or are expelled, the handling of accounting and property rights, and the transferability of ownership interests. In the field of limited liability companies, we will review their legal nature, mode of creation, alternative forms of management, financial structure and fiduciary duties, together with the doctrine of piercing the corporate veil. We will also discuss advantages and disadvantages of unincorporated entities in comparison to the corporation.

Credits: 3