COURSE DESCRIPTION 2012 2013

Agency, Partnership & The LLC

Prof. Carter G. Bishop, Prof. Jeffrey Lipshaw,

4 credits day; 4 credits evening. Professor Bishop: "Agency, Partner & LLCs". Professor Bishop has been a national reporter for four national uniform law projects concerning partnerships and LLCs as well as a member of the drafting committee on the American Law Institute Restatement of Agency. He teaches the course using one small reference textbook and posts materials to Blackboard including the major uniform law partnership, LLC and business trust acts that form the backbone of most state legislations. Assignments generally require the student to read the same topic horizontally through all the acts to study variances at the same time (e.g., entity liability shield in a general partnership, an LLP, a limited partnership, an LLLP, an LLC, and a business trust. Important cases are assigned when helpful. The course proceeds topically through the typical business entity cycle: formation, operation and liquidation. Final exam. Introduction to agency and general partnerships (GP) including other unincorporated or hybrid business organizations such as limited liability companies (LLC),limited partnerships (LP), and limited liability partnerships(LLP); as to the different entity forms, the relationship of principals, agents, and third parties; issues of formation, capital and financing, management, vicarious liability and limitations of liability, interests in property, fiduciary obligations, and dissolution. The class focuses significantly on the business context in which the legal issues arise, and students undertake in-class mock negotiation and drafting exercises. Previously known as Agency & Partnership

Elective Course

Meets Base Menu Requirement

Meets Financial Services Concentration Requirements

Recommended for the Mass Bar

Final Exam Required