Unincorporated business

Unincorporated business Some highlights General issues   What does statute provide? Contract enforcement policies – – – Limited liability and third parties Among members: “Hard” and “soft” defaults Implied or “shadow” terms   Drafting pitfalls Role of statutory standard forms – – Default rights and obligations Regulatory implications Liability  Vicarious and limited liability – – – Default rules: agency/partnership law Statutory limited liability Contracting around limited liability Veil-piercing Other creditor-protection rules The role of the operating agreement  Enforcing limited liability – – – Financial rights and obligations   Enforcing contributions Allocating rights – – – Capital accounts and allocations Compensation Capital losses   Forcing distributions Triggering obligations to creditors Management  Internal rights – – Management power Member voting Background rules Effect of statute  Agency – – Fiduciary duties     Default duties and interrelation with contract Vs. good faith Enforcement: Derivative and accounting actions Opting out of duties and remedies Transfers     Management vs. financial rights Interpreting the agreement Creditors’ rights and charging orders Enforcing the spendthrift trust Exit  Dissolution and the Page problem – – – Judicial interpretation Contracts Freeze-in and exit mechanisms   Expulsion: Default rules and agreements Application to professional firms – – Goodwill Work in process and competition Changing form    Dissolution Merger and conversion Registration Cutting-edge issues     New standard forms Publicly held unincorporated firms Do we need standard forms? The future of limited liability