Course Description
Limited liability companies (LLCs) and partnerships are the most common legal entity forms used by U.S. businesses today. Focuses on the legal, financial, tax, and other practical matters relating to LLCs and partnerships and the terms of their governing documents. Class attendance and participation are required.
Additional Requirements for Graduate Students:
Graduate law students will not be doing any extra work beyond
that required of the Juris Doctor students. J.D. students are
post-baccalaureate students and the workload expected of them is
the same workload expected of post-baccalaureate graduate students.
Athena Title
LLCs and Partnerships
Equivalent Courses
Not open to students with credit in JURI 4000E or JURI 6000E
Undergraduate Prerequisite
JURI 4210/6210
Graduate Prerequisite
JURI 4210/6210
Semester Course Offered
Offered every year.
Grading System
A - F (Traditional)
Student learning Outcomes
- During this course, students will gain foundational knowledge regarding the differences between corporations, LLCs, and partnerships.
- During this course, students will develop foundational knowledge regarding the state law and tax characteristics of LLCs and partnerships.
- During this course, students will become better prepared to advise clients on the choice of entity concepts as an attorney in practice.
- During this course, students will be introduced to primary taxation concepts relating to LLCs and partnerships.
- During this course, students will apply classroom knowledge to real-life situations.
- During this course, students will increase confidence in the ability to utilize LLCs and partnerships as an attorney in practice.
- During this course, students will prepare to represent business clients as an attorney in practice.
Topical Outline
- History of U.S. Legal Entity Forms (Corporations, Partnerships, LLCs)
- Formation and Organization of Corporations, Partnerships, and LLCs
- Choice of Entity
- Basic Taxation of Corporations, Partnerships, and LLCs
- The State Law/Tax Law Dichotomy for Legal Entities
- Introduction to Operating Agreements and Partnership Agreements
- Management and Control of LLCs and Partnerships
- Manager and General Partner Fiduciary Duties
- Economics of LLCs and Partnerships
- Transfers of LLC Interest and Partnership Interest
- Profits Interests, New Members, Raising Capital
- Amendments and Restatements of Operating Documents
- Assignments and Pledges of LLC Interest and Partnership Interest
- Other Special Topics Relevant to LLCs and Partnerships
- Fact Pattern Exercises for LLCs and Partnerships
