Volume 1 / Number 1 / Spring 1997

This page contains the abstracts, as well as links to the complete document on Westlaw.com, for the Articles and Essays of the Spring 1997 Issue, which was dedicated to the first annual business law forum.




Legal Change and Small Business Law
Fred S. McChesney




Changing Statutory Forms
Larry E. Ribstein
Recent changes in the law of unincorporated firms bring both costs and benefits. This article suggests how to preserve the benefits of change while avoiding some of the costs.

Fiduciary Duty, Contract, and Waiver in Partnerships and Limited Liability Companies
Richard A. Booth
This article asserts that the approach taken in RUPA and ULLCA, which allow for the broad waiver of fiduciary duties to the extent specified in the partnership or operating agreement, encourages disclosure and negotiation by effectively placing the burden on the agent who anticipates engaging in other ventures to negotiate for specific waivers of fiduciary duties.

Corporate General Partners of Limited Partnerships
Robert W. Hamilton
This article examines the limited partnership with a corporation as the sole general partner. He analyzes the unique issues this business form raises relating to fiduciary duties owed to limited partners by the corporate general partner, its shareholders and managers. Additionally, this article looks at the transfer of controlling interests in the corporate general partner to third parties. It analyzes the impact of such transfers on the limited partners, and whether such transfers are in violation of partnership provisions that prohibit transfer without consent of the limited partners.

Blind Men and Elephants: Fiduciary Duties Under the Revised Uniform Partnership Act, Uniform Limited Liability Company Act, and Beyond
J. William Callison
Some statutes creating new forms of business entities have allowed for the waiver of fiduciary duty by private agreement. This approach requires the parties to disclose any potential conflicts, while providing them the opportunity to pursue other business ventures.

Continuing Obstacles to Freedom of Choice for Management’s Structure in LLCs
Carol Goforth
This article suggests that, notwithstanding encouraging changes to the federal tax regulations, a number of regulatory considerations will continue to be important in choosing the optimal management structure for LLCs. The thesis is that such regulations, four of which are detailed in the article, will operate to prevent business planners and participants from having true freedom of choice in choosing a management structure for any LLC which they may form.

Corporations, Unincorporated Organizations, and Unincorporations: Check the Box and the Balkanization of Business Organizations
Robert R. Keatinge
This article considers the paradox of the continued preference for corporations in spite of the tax advantages and flexibility available to limited liability companies and partnerships.