The Analytic Protocol for the Duty of Loyalty Under the Prototype LLC Act

43 Pages Posted: 22 Jun 2010 Last revised: 2 Dec 2010

See all articles by Thomas E. Rutledge

Thomas E. Rutledge

Stoll Keenon Ogden PLLC

Thomas Geu

University of South Dakota Law School

Date Written: June 22, 2010

Abstract

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.

Suggested Citation

Rutledge, Thomas E. and Geu, Thomas, The Analytic Protocol for the Duty of Loyalty Under the Prototype LLC Act (June 22, 2010). Arkansas Law Review, Vol. 63, No 3, p. 473, 2010, Available at SSRN: https://ssrn.com/abstract=1628715

Thomas E. Rutledge (Contact Author)

Stoll Keenon Ogden PLLC ( email )

2000 PNC Plaza
500 West Jefferson Street
Louisville, KY 40202-2828
United States

HOME PAGE: http://skofirm.com

Thomas Geu

University of South Dakota Law School ( email )

414 E. Clark Street
Vermillion, SD 57069
United States

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