Download or read book RUPA and Fiduciary Duty written by Donald J. Weidner and published by . This book was released on 2016 with total page 28 pages. Available in PDF, EPUB and Kindle. Book excerpt: The fiduciary duty rules in the Revised Uniform Partnership Act (1994) ("RUPA") have been criticized by some as being too contractarian and by others as being too paternalistic. Professor J. Dennis Hynes, whose agency and partnership casebook I have long admired, joins those who believe that RUPA is overly paternalistic. His thesis is that RUPA's fiduciary duty rules invite too much judicial intervention. He asserts that, unless the bargaining of the parties is flawed, courts should refrain from intervening in the resulting contract. Only if the bargaining process is flawed should "unconscionable" provisions be set aside.The essence of my response is that RUPA represents a major and sufficient move toward a contractarian statement of the law. In particular, I reject the assertion that partners should be free to contract away all fiduciary duties. First, individuals rarely "bargain" as equals for partnership agreements that completely define their relationship. The law should assume that the completely defined partnership relationship is the exception rather than the norm. It should also take into account the probability that the bargaining process involves human foible and important information asymmetries, if not outright fraud. Second, even apart from the imperfections of bargaining, prohibiting certain types of relationships is preferable to permitting them. Mandatory minima are designed to prevent types of relationships that would cost more than they would benefit. Finally, the language of fiduciary law, with its mandatory rules, is preferable to the language of the law of the sale of goods, with its mandatory rules. The language stating the minima among partners ought to reflect the texture of their relationship, which is one of a powerful mutual agency, ill-defined hierarchy, and joint and several liability. If the indeterminacy of the mimina is kept in check, the benefit of the mimina will far exceed the cost.
Download or read book The Revised Uniform Partnership Act written by Robert William Hillman and published by . This book was released on 2004 with total page 565 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Fiduciary Duties and Limited Partnership Agreements written by Larry E. Ribstein and published by . This book was released on 2005 with total page 41 pages. Available in PDF, EPUB and Kindle. Book excerpt: This article shows that the ULPA 2001's restrictions on contracting regarding fiduciary duties are seriously misguided because they are based on a fundamental misunderstanding of the special nature and functions of the limited partnership form. Even if restrictions on fiduciary duty waivers are appropriate in some contexts, they clearly are inappropriate in limited partnerships, which are designed for relatively sophisticated firms that frequently would want to limit general partners' fiduciary duties. Even if there are valid concerns about protecting limited partners from general partner misconduct, restrictions on waiver should be designed to balance the costs and benefits of waiver. This article shows that courts have managed to do this under UPA and under the more nuanced approach of Delaware law. By contrast, the heavy-handed approach of RUPA and ULPA 2001 precludes such balancing.
Download or read book The Revised Uniform Partnership Act written by Donald J. Weidner and published by . This book was released on 2016 with total page 44 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Article is a brief overview of what the Reporters believe to be the four basic contributions of the Revised Uniform Partnership Act (RUPA or Act). First, RUPA changes the law of partnership breakups and gives greater stability to partnerships by abandoning the traditional rule that a partnership is dissolved every time a member leaves. Second, RUPA makes clear that partners are not fiduciaries among themselves in the same sense as disinterested trustees. Specifically, RUPA states that partners legitimately may pursue self-interest without automatically running afoul of their fiduciary duties. On the other hand, RUPA provides an irreducible core of fiduciary duties among partners. Third, RUPA rewrites the rules on the nature and transfer of partnership property. It adopts an entity approach for the sake of simplicity and provides for the filing of partnership statements, including statements of partnership authority, dissociation, and dissolution. Fourth, RUPA for the first time expressly authorizes the conversion and merger of partnerships and provides "safe-harbor" rules for those transactions.
Download or read book Symposium written by and published by . This book was released on 2006 with total page 230 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Agency and Partnership written by Daniel S. Kleinberger and published by Aspen Publishers. This book was released on 1995 with total page 452 pages. Available in PDF, EPUB and Kindle. Book excerpt: This short, self-teaching paperback is a superb way to give your students substantive foundation covering all agency and partnership issues. Use it to efficiently manage class time in your Corporations, Business Associations, or Agency and Partnership courses by allowing students to learn key concepts on their own. As part of the Little, Brown Examples and Explanations Series, AGENCY AND PARTNERSHIP: Examples and Explanations combines clear, accessible text with analytical problems and explanations to allow students to test their understanding of the material. The author devotes the first six chapters to coverage of agency And The latter five to partnership. Each chapter progresses from simple to more detailed problem to reinforce learning and give students practice with more complex issues. Other helpful features include: -diagrams that enhance textual discussion -thumbnail lists of key issues regarding RUPA -clear readable format Whether you teach a combination course or a separate Agency and partnership course, give your students a solid background in this important are. Assign or recommend AGENCY AND PARTNERSHIP:Examples and Explanations! Table of Contents Preface Introduction Special Notice PART ONE: AGENCY 1: Introductory Concepts in the Law of Agency 1.1 the Agency Relationship Defined and Exemplified; Its Players Identified 1.2 Creation of the Agency Relationship 1.3 the Relationship of Agency and Contract 1.4 Major Issues in the Law of Agency 2: Binding Principals to Third Parties in Contract and Through Communications 2.1 'Binding the Principal' 2.2 Actual Authority 2.3 Apparent Authority 2.4 Estoppel 2.5 Inherent Agency Power 2.6 Ratification 2.7 Chains of Authority 3: Binding the Principal in Tort 3.1 Overview 3.2 Respondeat Superior 3.3 Liability for Physical Harm Beyond Respondeat Superior 3.4 Torts Not Involving Physical Harm 3.5 Attributing Torts in Complex or Multilevel Relationships 4: Duties and Obligations of Agents and Principals to Each Other and to Third Parties 4.1 Duties and Obligations of the Agent To The Principal 4.2 Duties and Obligations of the Agent to Third Parties 4.3 Duties and Obligations of the Principal To The Agent 4.4 Duties and Obligations of the Principal to Third Parties 5: Termination of the Agency Relationship 5.1 Ending the Agency Relationship 5.2 Power Versus Right in Termination 5.3 Effects of Termination 6: Distinguishing Agency from Other Relationships 6.1 Agency and Other Beneficial Relationships 6.2 Ersatz Agency 6.3 Constructive Agency PART TWO: PARTNERSHIPS 7: Introductory Concepts in the Law of General Partnerships 7.1 the Role and Structure of the Uniform Partnership Act 7.2 Partnership Described 7.3 the Hallmark Consequence of Partnership: Partners' Personal Liability For The Partnership's Debts 7.4 Contesting and Establishing the Existence of a Partnership 7.5 Partnership by Estoppel RUPA Highlights 8: Financial Aspects of a Partnership (Creation and Operation) 8.1 the Practical Background 8.2 the Partner's Basic Return 8.3 Rules for Sharing Profits and Losses 8.4 A Partner's Right to Indemnity 8.5 Remuneration for Labor Provided by Partners To The Partnership 8.6 Remuneration for Capital Provided by Partners To The Partnership 8.7 Special Problems with K-and-L Partnerships 8.8 Property Interests in Partnership Law RUPA Highlights 9: Management Issues and Fiduciary Duties 9.1 the Panoply of Management Rights 9.2 the Right to Know 9.3 the Right to Be Involved in the Business 9.4 the Right to Bind the Partnership 9.5 the Right to Participate in Decision Making and to Veto Some Decisions 9.6 Agreements That Change Management Rights 9.7 Management Duties 9.8 Partner's Fiduciary Du
Download or read book Hillman on Lawyer Mobility written by Robert William Hillman and published by Wolters Kluwer. This book was released on 1998-01-01 with total page 1015 pages. Available in PDF, EPUB and Kindle. Book excerpt: As lawyers move from one firm to another or from private practice into another sphere -- and as firms restructure to meet increasing economic demands -- numerous ethical, practical, and financial questions arise. Hillman on Lawyer Mobility is your definitive guide to this fast developing area of law.Hillman analyzes and clarifies all the urgent legal and ethical ramifications in such areas as: The downsizing of law firmsDisputes over the existence of a partnershipRestrictive covenantsDisincentives to competitionOne-sided fee-sharing agreementsNotice of withdrawalSection 42 elections for withdrawing partnersFiles as property of clientsRetaining liensEnforcement of ethics standards through arbitrationCollateral c
Download or read book Structuring and Drafting Partnership Agreements written by and published by . This book was released on 2003 with total page 1548 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Security Interests in Personal Property written by Grant Gilmore and published by The Lawbook Exchange, Ltd.. This book was released on 1999 with total page 1556 pages. Available in PDF, EPUB and Kindle. Book excerpt: Gilmore, Grant. Security Interests in Personal Property. Boston: Little, Brown & Company, 1965. Two volumes. xxxiv, 651; xiii, 653-1508 pp. Reprinted 1999 by The Lawbook Exchange, Ltd. LCCN 99-10258. ISBN 1-886363-81-1. Cloth. $195. * Written by the late Grant Gilmore, Co-Reporter for Article 9 of the Uniform Commercial Code, this landmark work, often cited, is extremely well respected as an acknowledged authority in this area. Combines an engrossing account of the drafting of Article 9 as it emerged in its final form with important interpretive data relating to security interests. This title is the recipient of both the Order of the Coif and the James Barr Ames award. Now back in print and of continued relevance today.
Download or read book Agency and Partnership Law written by Mark J. Loewenstein and published by . This book was released on 2018 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This magisterial three-volume set presents the leading academic articles on agency law and partnership law, both classic and contemporary, serving as a valuable research tool for scholars and practitioners. The collection begins by focusing on topics such as the fundamental concepts of agency law, the fiduciary duties of agents, indemnification, vicarious liability and notice. It moves on to discussion of several important issues relating to partnership law, such as statutory development and reform, the entity-aggregate debate and single-person partnership. Together with an original introduction by the editors, this collection provides a comprehensive overview of the most significant matters in the fields of agency and partnership law.
Download or read book The Oxford Handbook of Fiduciary Law written by Evan J. Criddle and published by Oxford University Press. This book was released on 2019-04-29 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: The Oxford Handbook of Fiduciary Law provides a comprehensive overview of critical topics in fiduciary law and theory through chapters authored by leading scholars. The Handbook opens with surveys of the many fields of law in which fiduciary duties arise, including agency law, trust law, corporate law, pension law, bankruptcy law, family law, employment law, legal representation, health care, and international law. Drawing on these surveys, the Handbook offers a synthetic analysis of fiduciary law's key concepts and principles. Chapters in the Handbook explore the defining features of fiduciary relationships, clarify the distinctive fiduciary duties that arise in these relationships, and identify the remedies available for breach of fiduciary duties. The volume also provides numerous comparative perspectives on fiduciary law from eminent legal historians and from scholars with deep expertise in a diverse array of the world's legal systems. Finally, the Handbook lays the groundwork for future research on fiduciary law and theory by highlighting cross-cutting themes, identifying persistent theoretical and practical challenges, and exploring how the field could be enriched through empirical analysis and interdisciplinary insights from economics, philosophy, and psychology. Unparalleled in its breadth and depth of coverage, The Oxford Handbook of Fiduciary Law represents an invaluable resource for practitioners, policymakers, scholars, and students in this essential field of law.
Download or read book Business Organizations written by William K. Sjostrom and published by Aspen Publishing. This book was released on 2019-09-13 with total page 1028 pages. Available in PDF, EPUB and Kindle. Book excerpt: Business Organizations: A Transactional Approach, Third Edition, by William K. Sjostrom, Jr., teaches from a transactional perspective and shows how the legal concepts are written in the real world. It has numerous actual provisions from the various documents corporate lawyers draft and review, so that students gain a sense for what corporate lawyers do in practice. With content selected through a corporate lawyer lens, and emphasis on real-world provisions, this is the only Business Organizations casebook on the market allowing students to work with complete transactional documents (e.g., limited liability partnership agreements, LLC operating agreements, certificates of designation, warrant agreements, and shareholders’ agreements). Featuring numerous exercises, designed to reinforce the covered material and help students develop the planning and problem-solving skills of a corporate lawyer as well as expose students to the documents and issues at the heart of a transactional practice, the book also contains more narrative and fewer cases--legal concepts are covered in concise explanatory text instead of judicial opinions. New to the 3rd Edition: Expanded coverage of LLCs in light of their increasing importance Newer cases involving widely recognized companies (Priceline.com, Tesla) Updated and improved corporate documents Coverage of 2018 changes to federal income taxation of individuals and businesses Professors and students will benefit from: Straightforward text makes it easier to teach complicated concepts Numerous exercises make the book ideal for problem method teaching Practice-oriented—students exposed to real-world provisions and agreements Transaction-oriented—students get a sense for what corporate lawyers do Problem oriented—students get to repeatedly apply what they’ve learned
Download or read book Africa s Infrastructure written by World Bank and published by World Bank Publications. This book was released on 2009-12-01 with total page 386 pages. Available in PDF, EPUB and Kindle. Book excerpt: Sustainable infrastructure development is vital for Africa s prosperity. And now is the time to begin the transformation. This volume is the culmination of an unprecedented effort to document, analyze, and interpret the full extent of the challenge in developing Sub-Saharan Africa s infrastructure sectors. As a result, it represents the most comprehensive reference currently available on infrastructure in the region. The book covers the five main economic infrastructure sectors information and communication technology, irrigation, power, transport, and water and sanitation. 'Africa s Infrastructure: A Time for Transformation' reflects the collaboration of a wide array of African regional institutions and development partners under the auspices of the Infrastructure Consortium for Africa. It presents the findings of the Africa Infrastructure Country Diagnostic (AICD), a project launched following a commitment in 2005 by the international community (after the G8 summit at Gleneagles, Scotland) to scale up financial support for infrastructure development in Africa. The lack of reliable information in this area made it difficult to evaluate the success of past interventions, prioritize current allocations, and provide benchmarks for measuring future progress, hence the need for the AICD. Africa s infrastructure sectors lag well behind those of the rest of the world, and the gap is widening. Some of the main policy-relevant findings highlighted in the book include the following: infrastructure in the region is exceptionally expensive, with tariffs being many times higher than those found elsewhere. Inadequate and expensive infrastructure is retarding growth by 2 percentage points each year. Solving the problem will cost over US$90 billion per year, which is more than twice what is being spent in Africa today. However, money alone is not the answer. Prudent policies, wise management, and sound maintenance can improve efficiency, thereby stretching the infrastructure dollar. There is the potential to recover an additional US$17 billion a year from within the existing infrastructure resource envelope simply by improving efficiency. For example, improved revenue collection and utility management could generate US$3.3 billion per year. Regional power trade could reduce annual costs by US$2 billion. And deregulating the trucking industry could reduce freight costs by one-half. So, raising more funds without also tackling inefficiencies would be like pouring water into a leaking bucket. Finally, the power sector and fragile states represent particular challenges. Even if every efficiency in every infrastructure sector could be captured, a substantial funding gap of $31 billion a year would remain. Nevertheless, the African people and economies cannot wait any longer. Now is the time to begin the transformation to sustainable development.
Download or read book Fiduciary Law written by Tamar Frankel and published by . This book was released on 2011 with total page 334 pages. Available in PDF, EPUB and Kindle. Book excerpt: In Fiduciary Law, Tamar Frankel examines the structure, principles, themes, and objectives of fiduciary law. Fiduciaries, which include corporate managers, money managers, lawyers, and physicians among others, are entrusted with money or power. Frankel explains how fiduciary law is designed to offer protection from abuse of this method of safekeeping. She deals with fiduciaries in general, and identifies situations in which fiduciary law falls short of offering protection. Frankel analyzes fiduciary debates, and argues that greater preventive measures are required. She offers guidelines for determining the boundaries and substance of fiduciary law, and discusses how failure to enforce fiduciary law can contribute to failing financial and economic systems. Frankel offers ideas and explanations for the courts, regulators, and legislatures, as well as the fiduciaries and entrustors. She argues for strong legal protection against abuse of entrustment as a means of encouraging fiduciary services in society. Fiduciary Law can help lawyers and policy makers designing the future law and the systems that it protects.
Download or read book Jordan V Duff and Phelps Inc written by and published by . This book was released on 1987 with total page 40 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Development Beyond Neoliberalism written by David Alan Craig and published by Routledge. This book was released on 2006-09-27 with total page 353 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is among the first to take the poverty reduction paradigm as its central focus. Offering a comprehensive introduction, overview and critique, it traces the emergence of the framework and illustrates its consequences with global case studies.
Download or read book A Guide to Starting a Business in Minnesota written by Charles A. Schaffer and published by . This book was released on 1983 with total page 112 pages. Available in PDF, EPUB and Kindle. Book excerpt:
