Daniel S. Kleinberger

William Mitchell College of Law

875 Summit Ave

St. Paul, MN 55105-3076

United States

  • William Mitchell College of Law

SCHOLARLY PAPERS

35

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3

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18

Scholarly Papers (35)

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1.

A User's Guide to the New Uniform Limited Partnership Act

Suffolk University Law Review, Vol. 37, p. 647, 2004
Number of pages: 84 Posted: 01 Dec 2005
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 1,464 (17,910)

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ULPA, RULPA, NCCUSL, Uniform Entity Acts

2.

A Myth Deconstructed: The 'Emperor’s New Clothes' on the Low Profit Limited Liability Company

William Mitchell Legal Studies Research Paper No. 2010-03
Number of pages: 40 Posted: 17 Feb 2010 Last Revised: 21 Nov 2010
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 847 (39,563)
Citation 13

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Limited Liability Company, LLC, Low Profit Limited Liability Company, L3C, Program Related Investment, PRI, tax exempt organizations, Socially Beneficial Investing, Tranch, foundations, charities, private foundations, hedge funds, leverage

3.

The Next Generation: The Revised Uniform Limited Liability Company Act

Business Lawyer, Vol. 62, p. 515, 2007, William Mitchell Legal Studies Research Paper No. 60, Suffolk University Law School Research Paper No. 07-13
Number of pages: 39 Posted: 01 Dec 2006
Daniel S. Kleinberger and Carter G. Bishop
William Mitchell College of Law and Suffolk University Law School
Downloads 836 (40,301)

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limited liability company, LLC, operating agreement, uniform law, charging order, shelf, law reform, NCCUSL, apparent authority, closely held, oppression, derivative, special litigation committee

4.

The Single Member Limited Liability Company as Disregarded Entity: Now You See it, Now You Don’t

Business Law Today, Forthcoming, William Mitchell Legal Studies Research Paper No. 2010-04, Suffolk University Law School Research Paper No. 10-12
Number of pages: 9 Posted: 02 Mar 2010 Last Revised: 05 May 2010
Daniel S. Kleinberger and Carter G. Bishop
William Mitchell College of Law and Suffolk University Law School
Downloads 757 (46,059)

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limited liability company, LLC, single member limited liability company, SMLLC, transparency, pass through taxation, Lattanzio, Hagerman, pro se representation, transfer taxes, transfer restrictions, conflation, entity aggregate

5.

Direct Versus Derivative and the Law of Limited Liability Companies

Baylor Law Review, Vol. 58, p. 63, 2006, William Mitchell Legal Studies Research Paper No. 47
Number of pages: 79 Posted: 28 Jun 2006
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 612 (60,770)

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limited liability company, direct, derivative, close corporation, closely held, partnership, oppression, diversity, dissolution, standing

6.

Agents of the Good, Servants of Evil: Harry Potter and the Law of Agency

William Mitchell Legal Studies Research Paper No. 67
Number of pages: 22 Posted: 08 May 2007
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 510 (76,392)
Citation 1

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Harry Potter, Voldemort, Dumbledore, Snape, agency, fiduciary, fiduciary duty, good conduct, authority, actual authority, apparent authority, control, enterprise liability, loyalty, termination, consent, Restatement

7.

Seven Points to Explain Why the Law Ought Not Allow the Elimination of Fiduciary Duty Within Closely Held Businesses - Cardozo is Dead: We Have Killed Him

William Mitchell Legal Studies Research Paper No. 61
Number of pages: 11 Posted: 30 Nov 2006
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 447 (89,475)

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fiduciary, duty, Delaware, Cardozo, 'freedom of contract', eliminate, limit, restrict, limited liability company, LLC, Re-ULLCA, NCCUSL, uniform law, business, organization, entity

8.

When the Law is Understood - L3C No

William Mitchell Legal Studies Research Paper No. 2010-07
Number of pages: 6 Posted: 13 Mar 2010
Daniel S. Kleinberger and J. William Callison
William Mitchell College of Law and Faegre & Benson LLP
Downloads 405 (100,351)
Citation 1

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limited liability company, LLC, low profit limited liability company, L3C, program related investment, PRI, tax exempt organizations, socially beneficial investing, tranch, foundations, charities, private foundations, hedge funds, leverage

9.

Careful What You Wish For - Freedom of Contract and the Necessity of Careful Scrivening

William Mitchell Legal Studies Research Paper No. 52, XXIV Pubogram, No. 19, October 2006
Number of pages: 5 Posted: 22 Oct 2006
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 350 (118,280)

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limited liability company, limited partnership, contractarian, fiduciary duty, Delaware, eliminate restrict limit contract

10.

Charging Orders and the New Uniform Limited Partnership Act Dispelling Rumors of Disaster

Probate and Property, Vol. 18, July/August 2004
Number of pages: 6 Posted: 17 Sep 2006
Daniel S. Kleinberger, Carter G. Bishop and Thomas Geu
William Mitchell College of Law, Suffolk University Law School and University of South Dakota Law School
Downloads 345 (120,121)

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charging order, limited liability company, LLC, partnership, corporation, taxation

11.

The Closely Held Business Through the Entity-Aggregate Prism

Wake Forest Law Review, Vol. 40, p. 827, 2005, William Mitchell Legal Studies Research Paper No. 15
Number of pages: 56 Posted: 25 Oct 2005
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 286 (146,588)

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Aggregate, Closely Held Business, Corporation, Entity, LLC, Partnership

12.

Diversity Jurisdiction for Llcs

Business Law Today, Vol. 14, p. 31, October 2004
Number of pages: 6 Posted: 17 Sep 2006
Carter G. Bishop and Daniel S. Kleinberger
Suffolk University Law School and William Mitchell College of Law
Downloads 260 (161,382)

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Diversity, jurisdiction, limited liability company, LLC, federal

13.

Direct vs. Derivative, or What's a Lawsuit between Friends in an 'Incorporated Partnership?'

William Mitchell Law Review, Vol. 22, p. 1203, 1996
Number of pages: 77 Posted: 30 Nov 2005
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 243 (172,359)

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Closely Held Corporations, Direct, Derivative, Minnesota

14.

Wanted: An Ethos of Personal Responsibility - Why Codes of Ethics and Schools of Law Don't Make for Ethical Lawyers

Connecticut Law Review, Vol. 21, p. 365, 1989, William Mitchell Legal Studies Research Paper
Number of pages: 19 Posted: 29 Jun 2010 Last Revised: 25 Jul 2010
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 240 (174,477)

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Legal Instruction, Law School, Ethics, Professional Responsibility, Legal Analysis, Social Theory, Max Weber, moral responsibility, morality

15.

An SMLLC Conundrum: Disregarded for Federal Tax Purposes but Not in Federal Court

Journal of Business Entities, Vol. 12, No. 1, p. 4, January/February 2010, Suffolk University Law School Research Paper No. 09-42, William Mitchell Legal Studies Research Paper No. 121
Number of pages: 13 Posted: 17 Sep 2009 Last Revised: 24 Mar 2010
Carter G. Bishop and Daniel S. Kleinberger
Suffolk University Law School and William Mitchell College of Law
Downloads 238 (175,902)

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16.

A Myth Deconstructed: The 'Emperor's New Clothes' on the Low-Profit Limited Liability Company

Delaware Journal of Corporate Law (DJCL), Vol. 35, No. 3, 2010
Number of pages: 32 Posted: 18 Jan 2011
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 229 (182,462)

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Delaware, Journal, Corporate, Law, low-profit limited liability company, L3C, Internal Revenue Code

17.

The Plight of the Bare Naked Assignee

Suffolk University Law Review, Vol. 42, p. 587, 2009, William Mitchell Legal Studies Research Paper
Number of pages: 31 Posted: 13 Jan 2011
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 222 (187,830)

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Irony, LLC, Corporations, Business Law, Property Rrights

18.

Why Not Good Faith? The Foibles of Fairness in the Law of Close Corporations

William Mitchell Law Review, Vol. 16, 1990, William Mitchell Legal Studies Research Paper No. 1990-03
Number of pages: 27 Posted: 27 Feb 2010 Last Revised: 07 Mar 2010
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 212 (196,196)

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Corporate Law, Corporate Policy, Business Judgment Rule, Good Faith, Shareholder Oppression, Reasonable Expectations, Fiduciary Duty, Inter se, Close Corporation, Closely Held Corporation, Corporation

19.

ABA Business Law Section, on Behalf of its Committees on LLCs and Nonprofit Organizations, Opposes Legislation for Low Profit Limited Liability Companies (L3Cs)

William Mitchell Legal Studies Research Paper No. 2012-05
Number of pages: 21 Posted: 10 May 2012
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 182 (224,995)
Citation 1

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low profit limited liability company, L3C, hybrid, social justice, benefit corporation, business, ABA, American Bar Association, Business Law Section, LLC, limited liability company, tranched, program related investment, PRI, social benefit, jeopardizing investment, moral capitalism

20.

Sorting Through the Soup: How Do LLCs, LLPs and LLLPs Fit within the Regulations and Legal Doctrines?

Business Law Today, Vol. 13, November-December 2003, William Mitchell Legal Studies Research
Number of pages: 6 Posted: 24 Mar 2010 Last Revised: 25 Jul 2010
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 140 (279,307)

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limited liability company, LLC, limited liability partnership, LLP, limited liability limited partnership, LLLP, corporations, business entities, business organizations, business regulation, common law

21.

Delaware Dissolves the Glue of Capitalism: Exonerating from Claims of Incompetence Those Who Manage Other People’s Money

William Mitchell Legal Studies Research Paper No. 2011-01
Number of pages: 43 Posted: 01 Apr 2011
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 135 (287,307)

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Delaware, Corporations, Corporate, Gross Negligence, Good Faith, Business Judgment, Race to the Bottom, Exoneration/Exonerate, Exculpation/Exculpate, Other People’s Money, Disney, Caremark, Stone, Ritter, Lyondale

22.

Who Owns the Christmas Trees? - the Disposition of Property Used by a Partnership

Kansas Law Review, Vol. 39, p. 245, 1991
Number of pages: 52 Posted: 29 Nov 2005
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 116 (321,158)

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23.

A Crack in the Shield? Malpractice Coverage at Risk

William Mitchell Legal Studies Research Paper No. 49, Bench and Bar of Minnesota, Vol. 63, p. 26, 2006
Number of pages: 7 Posted: 08 Oct 2006
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 109 (335,367)

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liability insurance, malpractice, attorney lawyer, professional firm, third party beneficiary, separate legal person

24.

No Risk Allocation Need Apply: The Twisted Minnesota Law of Indemnification

William Mitchell Law Review, Vol. 13, No. 4, pp. 777-842, 1987, William Mitchell Legal Studies Research Paper No. 1987-01
Number of pages: 69 Posted: 28 Feb 2010 Last Revised: 04 Mar 2010
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 94 (369,327)

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Contracts, Indemnification, Construction, Personal Injury, Workers' Compensation, Negligence, Indemnity, Strict Construction, Contribution, risk allocation, insurance, CGL

25.

Is the Delaware Court of Chancery Going 'Objective' on Us? Or Policemen’s Annuity and Benefit Fund of Chicago v. DV Realty Advisors LLC: More Delaware Permutations on Good Faith

William Mitchell Legal Studies Research Paper No. 2012-12
Number of pages: 5 Posted: 08 Sep 2012
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 73 (428,499)
Citation 1

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good faith, fair dealing, good faith and fair dealing, covenant, contractual covenant, fairness, reasonableness, contract interpretation, limited liability company, limited partnership, Delaware, chancery, objective, subjective, contract interpretation

26.

'Magnificent Circularity' and the Churkendoose: LLC Members and Federal Employment Law

Oklahoma City University Law Review, Vol. 22, 1997
Number of pages: 112 Posted: 30 Oct 2010
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 66 (451,943)

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Employment Law, Limited Liability Companies, partnerships, corporations

27.

'Apparent Servants' and Making Appearances Matter: A Critique of Bagot v. Airport & Airline Taxi Cab Corporation

William Mitchell Law Review, Vol. 28, No. 4, p. 1527, 2002
Number of pages: 17 Posted: 23 Dec 2009 Last Revised: 30 Jan 2010
Daniel S. Kleinberger and Peter B. Knapp
William Mitchell College of Law and Mitchell Hamline School of Law
Downloads 65 (455,452)

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agency law, apparent authority, Bagot, taxi cab, apparent servant, respondeat superior, employee, servant, master, employer, torts

28.

The Reporter's Rejoinder

Suffolk University Law Review, Vol. 37, p. 981, 2004
Number of pages: 15 Posted: 30 Nov 2005
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 49 (518,628)

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Uniform Limited Partnership Act

29.

Ethos and Conscience - A Rejoinder

Connecticut Law Review, Vol. 21, 1989, William Mitchell Legal Studies Research Paper
Number of pages: 11 Posted: 29 Jun 2010
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 40 (561,234)

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Legal Ethics, Professional Responsibility, Law School, Legal Instruction

30.

Guilty Knowledge

William Mitchell Law Review, Vol. 22, 1996, William Mitchell Legal Studies Research Paper No. 1996-03
Number of pages: 33 Posted: 23 Feb 2010 Last Revised: 03 Mar 2010
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 35 (587,710)

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Agency law, information attribution, scope of employment, acquired within, present knowledge, imputation, principal

31.

The Direct-Derivative Distinction, the Special Litigation Committee, and the Uniform Act: A Response to Professor Weidner

77 The Business Lawyer 433 (Spring 2022)
Number of pages: 40
Daniel S. Kleinberger
William Mitchell College of Law
Downloads 4

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LLC, limited liability company, direct, distinction, SLC, special litigation committee, ADR, alternate dispute resolution, corporation, litigation, lawsuit, uniform acts

32.

The LLC as Recombinant Entity: Revisiting Fundamental Questions Through the LLC Lens

Fordham Journal of Corporate and Financial Law, Vol. 14, 2009
Number of pages: 18 Posted: 29 Apr 2022
Daniel S. Kleinberger and Mitchell Hamline Legal Studies Research Papers
William Mitchell College of Law and Mitchell Hamline School of Law
Downloads 1 (860,250)

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limited liability company, L.L.C., limited liability partnership, L.L.P., business organizations

33.

Two Decades of "Alternative Entities": From Tax Rationalization Through Alphabet Soup to Contract as Deity

Fordham Journal of Corporate and Financial Law, Vol. 14, 2009
Number of pages: 28 Posted: 29 Apr 2022
Daniel S. Kleinberger and Mitchell Hamline Legal Studies Research Papers
William Mitchell College of Law and Mitchell Hamline School of Law
Downloads 1 (860,250)

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limited liability company, L.L.C., limited liability partnership, L.L.P., business organizations

34.

Donahue's Fils Aîné: Reflections on Wilkes and the Legitimate Rights of Selfish Ownership

Western New England Law Review, Vol. 33, 2011
Number of pages: 27 Posted: 29 Apr 2022
Daniel S. Kleinberger and Mitchell Hamline Legal Studies Research Papers
William Mitchell College of Law and Mitchell Hamline School of Law
Downloads 0 (878,334)

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Close corporations, Partnership, Fiduciary duty

35.

Foreword: Shape Shifting in the Law

William Mitchell Law Review, Vol. 38, No. 2, 2012
Number of pages: 6 Posted: 29 Apr 2022
Daniel S. Kleinberger and Mitchell Hamline Legal Studies Research Papers
William Mitchell College of Law and Mitchell Hamline School of Law
Downloads 0 (878,334)

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business organizations, non-profit, "social value" enterprise