The Analytic Protocol for the Duty of Loyalty Under the Prototype LLC Act
43 Pages Posted: 22 Jun 2010 Last revised: 2 Dec 2010
Date Written: June 22, 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.
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