This course begins with the essential concepts of agency law and proceeds to a survey of the most important forms of unincorporated business organizations: general partnerships, limited liability partnerships (LLPs), and limited liability companies (LLCs). Limited coverage is given to limited partnerships and limited liability limited partnerships (LLLPs). Topics include: for agency law -- actual authority, apparent authority, respondeat superior, duties of agent to principal and principal to agent, constructive agency; for general partnerships—formation, basic characteristics (including personal liability), management structure and power-to-bind rules, fiduciary duties, dissociation, dissolution, and winding up; for LLPs and LLLPs—creation of the liability shield, liability despite the shield; for LLCs—formation mechanics, basic characteristics (including liability shield and “separate entity”), management structure and the power to bind, fiduciary duties and the power of the operating agreement, the “pick your partner” concept and charging orders, distinguishing direct and derivative claims.
Course materials include cases, statutes, and problems, and the course seeks to improve each student’s ability to extract rules from case law, interpret and apply statutes, and apply abstract concepts to address real-world problems. Initial problems are straightforward. Later problems are more complex. No special background or expertise in business is necessary to take this course. The course gives a minimalist introduction to selected “entity tax” considerations, solely for the purpose of providing the context to what became the LLC/LLP revolution in business entity law. This course is one of two alternate prerequisites for Corporations.
NOTE: Students who have taken Business Organizations may not take this course. However, students who have taken the one-credit Agency course may enroll in this course.
Prerequisite(s): Contracts, Torts, Property (may be taken concurrently). NOTES: Students who have taken Business Organizations may not take this course. Students who have taken the one-credit Agency course may enroll in this course.
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