January 20, 2016

Our Mini-Theme: Limited Liability Companies – Understanding the Dominant Organizational Form

Thomas Rutledge

The LLCs, Partnerships and Unincorporated Entities Committee is proud to sponsor this issue of Business Law Today. From humble beginnings in the late 1970s, the LLC has exploded in the business community as the now dominant organizational form; there is now no state in which LLC filings do not exceed corporate filings. For that reason, it is crucially important for business law practitioners to understand the law governing LLCs and as well be aware of the distinctions between LLCs and other organizational forms. These are the types of issues that are addressed by the LLCs, Partnerships and Unincorporated Entities Committee. We do this through drafting of various unincorporated business entity acts, the preparation and publication of annotated forms, and cutting-edge seminar materials, as well informal exchanges among our members.

In November 2015, we presented the LLC Institute in Arlington, Virginia. The LLC Institute brings together the top practitioners and academics in the field, affording the opportunity, over two days, to present formal programs on particular topics involving LLCs both as a substantive body of law and as well its relationship to tax, bankruptcy, securities regulation, the Uniform Commercial Code, and a variety of other fields. Building upon those themes, there follow several articles, namely:

  • that by Professor Joan Heminway addressing the means by which and the effect of an LLC’s dissolution;
  • a review by Larry Goldman of the crucial question as to whether an operating agreement constitutes, under the Bankruptcy Code, an executory contract, an inquiry which will have important implications on the ability of the bankrupt debtor or their trustee to exercise management rights in the LLC;
  • from Joshua Elias and Larry Goldman, a further consideration of LLCs in bankruptcy and the ability to assume a contract under Section 365 of the Bankruptcy Code; and
  • from Professor Bradley Borden, an important contribution to those who write operating agreements utilizing on “internal rate of return” formula in determining what allocations and distributions will be made to the members. As Professor Borden identifies, often times the intended result will not be achieved without precise attention to the formula employed.

These are but a sampling of the types of issues upon which this committee is focused. We hope you find them of interest and that, more importantly, they encourage your greater involvement both with this committee and with the Business Law Section.

Additional Resources

For other materials on this topic, please refer to the following.

The Business Lawyer

Introduction to Single-Member LLC Agreement Forms
By LLCs, Partnerships and Unincorporated Entities Committee
Vol. 69, No. 3 May 2014 

Business Law Section Committees

LLCs, Partnerships and Unincorporated Entities 

Business Law Section Program Library

LLCs, Partnerships and Unincorporated Entities 2015 Committee Meeting  Materials (PDF and audio available here)

The LLC and Partnership Reporter

Committee newsletter archives available here 

LLCs, Partnerships and Unincorporated Entities Committee

Webinar archive available here

Thomas Rutledge

Thomas Rutledge
Chair, LLCs, Partnerships and Unincorporated Entities Committee