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Jeff Lipshaw
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Auto correct put the abominable apostrophe in "it's". I am so sorry.
Nowadays I suspect it's only significance would be "merger of equals" optics. I wonder if it was more meaningful back when you could do a pooling for financial reporting rather than purchase accounting. Jim Freund spilled a lot of ink in Anatomy of a Merger on pooling. (For those not old enough to remember, if what you had satisfied the very strict rules in GAAP, you "pooled" the consolidated companies, and did not have to amortize goodwill, which would have otherwise been a charge against the ongoing earnings of merged business.). Getting pooling treatment was a big deal.
Section 303(c) of the Uniform Limited Liability Company Act (1996) provides: "(c) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations or liabilities of the company if: (1) a provision to that effect is contained in the articles of organization; and (2) a member so liable has consented in writing to the adoption of the provision or to be bound by the provision." This disappeared in the Revised ULLCA (2006). I have the same reaction to 303(c) of ULLCA as you do to the MBCA. Why? What's the point?
Steve, it was your book (which I admire for its minimalist approach) that I used when I skipped around topically in my first attempt at teaching BA. I wouldn't call it a disaster, but it got mixed reviews at best. I disagree about the lack of topic overlap, and suspect Larry Ribstein is raging about this in BA Heaven right now. On fiduciary duties, it's a natural to compare mandatory and non-waivable corporate duties with the flexibility of the Delaware UBE statutes (e.g., why did Blackstone go public as a Delaware LP rather than as a Delaware corporation?). Derivative suits exist in UBE law, and the nice thing about doing it topically is that you DON'T duplicate what doesn't need to be duplicated. If you cover corporate derivative suits and partnership accountings, it's a natural to look at Chancellor Chandler's opinion in Anglo-American on when a derivative suit is appropriate in an LP or LLC. This may reflect differences among student populations, but the traditional corporate law course, focusing primarily on public corporations, is less pertinent in many schools where students are unlikely to be doing that kind of work when they graduate. It's far more likely that they'll need to be able to explain to a client why the appropriate business form is a corporation or an LLC, and what the topical differences between them are.
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Apr 30, 2010