39 Pages Posted: 1 Dec 2006
In July, 2006, the National Conference of Commissioners on Uniform State Laws approved Re-ULLCA - the Revised Uniform Limited Liability Company Act. The product of a three-year drafting process, heavily influenced by 13 advisors appointed by the ABA, the new Act brings major innovations to the law of limited liability companies. This article, written by the two co-reporters for the drafting committee: (i) explains why the Conference decided to draft a new LLC statute, reviews the process through which the Conference produced and approved the new Act, and describes the Act's basic architecture; (ii) highlights the Act's major innovations; and (iii) provides a roadmap through the Act's intricate and all-important provisions concerning the operating agreement.
The following specific topics are addressed: the operating agreement; the decision to deviate from RUPA and un-cabin fiduciary duty; returning good faith and fair dealing to the concept's contract law moorings; the question of an owner's legitimate self-interest; reformulating the duty of care; the question of the shelf LLC; statutory apparent authority (de-codifying apparent authority by position); statements of authority by position; templates for management structure; charging orders; a remedy for oppressive conduct; derivative claims and special litigation committees; organic transactions - mergers, conversions, and domestications; the decision to eschew the series LLC; and the lot of mere transferees.
Keywords: limited liability company, LLC, operating agreement, uniform law, charging order, shelf, law reform, NCCUSL, apparent authority, closely held, oppression, derivative, special litigation committee
Suggested Citation: Suggested Citation
Kleinberger, Daniel S. and Bishop, Carter G., 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. Available at SSRN: https://ssrn.com/abstract=947604