147 / 216
LAW-2022 LLC, Partnership and Agency
Prof. Carter G. Bishop,
4 credits day; 4 credits evening.
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.
Faculty comments
: Professor Bishop: "LLC, Partnership and Agency". 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 legislation. 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.
Elective Course
Meets Base Menu Requirement
Meets Financial Services Concentration Requirements
Meets Labor and Employment Law Concentration Requirements
Recommended for the Mass Bar
Final Exam Required
<<Course Updated: July 01, 2016>>