Agency, Partnerships, and Limited Liability Entities

This book is a collection of edited cases, original text, questions, and problems designed for use in a law school level course on agency, partnerships, and limited liability entities. A key feature of this casebook is the extensive coverage of limited liability entities, especially unincorporated limited liability companies (LLCs). The author includes cases on such LLC topics as formation, interpretation of the operating agreement, piercing the LLC "veil," fiduciary obligation, expulsion of an LLC member, and dissolution. Also included is a section on the question of whether membership interests in LLCs and limited partnerships are a security. This edition has been meticulously updated with important new cases and rules. In addition, the chapter on partnerships has been substantially reorganized for improved flow. The materials on dissociation and dissolution were divided into two new sections, one of which deals with dissolution under the UPA (1914) and the other one of which deals with dissociation and dissolution under the UPA (1997).