LAWS 611 - Agency Partnership and Limited Liability Companies

Credits: 3

The principle focus of the course, however, will be on LLCs, and the issues relevant to starting, operating, and ending LLCs. Since LLC operations are based in large part on partnership principles, we will review some of these and see how they are incorporated into the operation of LLCs. We will consider the duties that LLC members owe to each other and the business. We will worry about when an LLC member may be personally liable for obligations of the entity. The financial operations of the business, and the financial rights of the members are important. In regard to Agency, we will review some of the basic principles you studied in Business Associations and may expand on these, including possible examination of issues involving "Undisclosed Principals," "Subagents," "Ratification," and "Notice." In regard to all these topics, we will pay particular attention to South Carolina law.

Please note that you will be responsible for four projects done during the semester. These will all be graded. There will also be a brief final exam.

1. Project #1.

In a group, your group will be responsible for working some basic "accounting" problems and explaining your results to the class. You will be required to "do math"!

You will prepare these accounting problems outside of class.

2. Project # 2.

Your group will present to both the class and to an actual client, an explanation of some of the risks the client will be faced in forming an LLC. You will be required to prepare and present during class a memo to the client explaining the risks that they may be subject to.

We will probably set aside some limited amount of class time for you to work on this project. However, it will require out-of-class preparation.

3. Project # 3

An existing business is considering converting into an LLC. The new LLC will include investors who are interested, along with the business founders, of expanding and modifying the business.

Your group will present both to the class and to the founders, a written memo listing key points (with explanations) the founders should consider in adopting this LLC.

Another group will present to the class and to the investor group, a similar written memo listing key points (with explanations) the investors should consider in adopting this LLC.

We will likely set aside some limited amount of time for you to work on this. However, it will require out-of-class preparation.

4. Project # 4 Essentially the Final Exam

You will individually draft certain specified provisions for the LLC that the folks identified in Project # 3 intend to adopt. You will draft two separate section for each required provision - one favoring the founder group, and one favoring the investor group.

This Project # 4 will count the most points for the course.

This will likely be assigned the last week of the course and due during the first week of finals.

5. "Brief" Final Exam.

The exam will cover those topics that are separate from the planning and drafting of the LLC.

Prerequisites: None

Basis of Grade: Drafting Assignments and Final examination

Form of Grade: Letter Grade

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