November 04, 2020

Revised Uniform Limited Partnership Act (RULPA)

Revised Uniform Limited Partnership Act(RULPA)

The 1985 Delaware Revised Uniform Limited Partnership Act
      Joseph J. Basile, Jr., 41(2): 571–93 (Feb. 1986)
In June 1985, the Delaware Assembly significantly amended the Delaware Revised Uniform Limited Partnership Act. The amended Act, which became effective on August 1, 1985, specifically addresses a number of legal and practical issues faced by large businesses organized as limited partnerships, issues that are generally ignored by contemporary limited partnership acts. This Article compares the amended Act to prior Delaware law and to the most recent version of the Revised Limited Partnership Act.

1988 Amendments of the Delaware Revised Uniform Limited Partnership Act
      Martin I. Lubaroff and Paul M. Altman, 44(2): 283–99 (Feb. 1989)
Delaware House Bill 600 set forth a series of amendments to the Delaware Revised Uniform Limited Partnership Act. It continued the modernization of that statute. This Article discusses the amendments included in the bill that are of particular importance.

Litigating in LLCs
      Larry E. Ribstein, 64(3): 739-756 (May 2009)
One of the most important issues involving limited liability companies is the appropriate way to characterize and handle disputes among members. Courts and legislatures borrowed the derivative suit remedy from corporations and limited partnerships and applied it to LLCs without adequately considering whether this application was appropriate. In fact, this remedy is not suited to the typical business associations for which LLC statutes are designed--that is, closely held firms in which members generally participate directly in management. In this setting, the derivative remedy creates costs and complications that are unnecessary because more appropriate remedies are available, including member-authorized suits on behalf of the entity, direct suits by the injured parties, and contractual arbitration. Accordingly, the derivative suit should not be a default remedy for LLCs. More generally, this analysis provides an example of the potential risks of borrowing LLC rules from other types of business associations.

The Business Lawyer—Seventy-Five Years Covering the Rise of Alternative Entities
     Donald F. Parsons, Jr., R. Jason Russell, and Koah M. Doud, 75(4): 2467-2490 (Fall 2020)
From its first article in 1946 through the emergence of LLCs in 1977 and on to the present day, The Business Lawyer has charted and helped foster the development of alternative entities and the increase in their complexity over time. This article follows the course of The Business Lawyer’s coverage of these entities, starting with a look at their history and then moving on to their continued development over the last thirty years. This article then briefly identifies a few important substantive issues in alternative entity law that have been covered by The Business Lawyer in recent decades, before considering some “hot topics” currently at issue.