The Analytic Protocol for the Duty of Loyalty Under the Prototype LLC Act
Thomas E. Rutledge
Stoll Keenon Ogden PLLC
University of South Dakota Law School
June 22, 2010
Arkansas Law Review, Vol. 63, No 3, p. 473, 2010
The objectives of this article are threefold. First, it seeks to review and elucidate Prototype section 402(B). It is an exceptionally powerful provision. Careful parsing of its language is important to understand the default rule against which contrary private ordering may be agreed as well as the limitations/requirements imposed by its statutory formula. Second, it reviews Patmon v. Hobbs as an example of how an LLC loyalty case can go easily astray in absence of careful attention to the governing statute. Third, it reviews more generalized lessons from Patmon v. Hobbs concerning analytic protocol and LLC act interpretation.
Number of Pages in PDF File: 43Accepted Paper Series
Date posted: June 22, 2010 ; Last revised: December 2, 2010
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