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Stefan J. Padfield

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Director of the NCPPR's Free Enterprise Project. Prior experience includes 15+ years as a law professor, two federal judicial clerkships, private practice at Cravath, Swaine & Moore, LLP, and 6 years enlisted active duty (US Army). Immigrant (naturalized).

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     The first Business Law Prof Blog conference was held in Knoxville back in September.  Learned a lot, and had a great time.  Looking forward to future ones!

     My contribution to the conference was an article on “Judicial Dissolution of the Limited Liability Company:  A Statutory Analysis,” 19 Tennessee Journal of Business Law 81 (2017).  I took a look at the judicial dissolution statutes in all 50 states as well as the major model acts, and provided commentary on some of the more interesting differences.  The article is complete with two charts (not one, but TWO), and who doesn’t love charts in a law review article?  If you are interested, please click on the link LLC Judicial Dissolution. I summarize the descriptive findings in the article below, but you’ll have to take a look for the analysis/commentary:

     The most common judicial dissolution ground in the sample is when the court decides that it is not reasonably practicable to carry on the business in conformity with the LLC’s governing documents.  Fifty-four statutes include some version of this language.  Interestingly, this ground is articulated in several different ways.  Twenty-three of the fifty-four statutes allow for judicial…

        As many of this blog’s readers know, RUPA § 404 (1997) “cabins in” the duty of loyalty by stating that “[a] partner’s duty of loyalty to the partnership and the other partners is limited to the following.” The situations then described all involve harm to the partnership itself—not harm to an individual partner.  Setting forth a duty that is owed to a partner, but that is defined solely by reference to harm to the partnership, is peculiar.  https://www.businesslawprofessors.com/business_law/2016/06/is-cardozo-wrong-of-partner-to-partner-fiduciary-duties-/

        In the 2013 version of RUPA, this problem was squarely addressed.  RUPA § 409(b) (2013) eliminates the “limited to” language and instead states that the duty of loyalty simply “includes” the standard partnership-harm situations. The Official Comment explains:

This section originated as UPA (1997) § 404. The 2011 and 2013 Harmonization amendments made one major substantive change; they “un-cabined” fiduciary duty. UPA (1997) § 404 had deviated substantially from UPA (1914) by purporting to codify all fiduciary duties owed by partners. This approach had a number of problems. Most notably, the exhaustive list of fiduciary duties left no room for the fiduciary duty owed by partners to each other – i.e., “the punctilio of an honor the most sensitive”). Meinhard v.