As part of a continuing series on Spring 2015 semester courses that relate to innovation and business, this post spotlights Advanced Topics in Corporate Law: Alternative Entities: Formation, Fiduciary Duties, Governance.

Historically, the combination of limited liability for shareholders, free transferability of shares, and centralized management made corporations the ideal vehicles businesses. However, since 1975, when Wyoming became the first American state to authorize the formation of limited liability companies (LLCs), innovative businesspeople (and their lawyers) have developed a number of non-corporation business forms that give planners unprecedented flexibility in designing how a business will be managed, raise capital, and distribute returns on investment.

During the January intersession period, Vice Chancellor Donald F. Parsons of the Delaware Court of Chancery will introduce students to some of the most common of these “alternative entities” and how they compare to corporations.

“If you’re a business lawyer, increasingly you’ll deal with entities like LLCs and limited partnerships. Even if you’re a corporate lawyer, corporations often interact with LLCs and other unincorporated firms for joint ventures or other specific transactions,” said Professor Joseph Yockey, who teaches, among other things, Business Associations.

“We are thrilled to welcome Vice Chancellor Parsons to teach this course. His work at the Court of Chancery gives him a fantastic perspective on alternative entities. To take a class from him is a unique and terrific opportunity,” continued Yockey.

Parsons is one of five chancellors of the Delaware Court of Chancery, which, according to the court’s website “is widely recognized as the nation’s preeminent forum for the determination of disputes involving the internal affairs of the thousands upon thousands of Delaware corporations and other business entities through which a vast amount of the world's commercial affairs is conducted. Its unique competence in and exposure to issues of business law are unmatched.”

--Jay Stirling | November 4, 2014

Course Description

The first part of this one unit course will cover basics regarding alternative entities, namely, limited liability companies (“LLCs”), limited partnerships, master limited partnerships, and business trusts. We will then spend time discussing the differences between alternative entities and corporations and the basic organizational and operating agreements for a typical LLC or LP, including key provisions such as the rules for default fiduciary duties, those restricting or eliminating fiduciary duties, and those regarding the handling of conflicted transactions, exculpation, and indemnification. The second half of the course will be devoted to challenged actions of the managers or controlling members and to litigation involving the internal affairs of alternative entities. Use of laptop computers in class is prohibited. Class attendance is mandatory. Pre-requisite: Business Associations.

Schedule Information

Monday, January 5 – Thursday, January 8 | 9:00 am – 12:45 p.m