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spring 2018 materials (ba)

Class Policies

Florida Partnership Statute
RUPA §202 (Fl. Statutes §620.8202)
RUPA §306 (Fl. Statutes §620.8306)(liability of partners in general and limited liability partnerships)
RUPA §401 (Fl. Statutes §620.8401)(rights and duties of partners)
RUPA §404 (Fl. Statutes §620.8404) (duties owed by partners)
RUPA §103 (Fl. Statutes §620.8103) (non-waivable provisions of the Act)
Selected Florida RUPA provisions: dissociation, buyout, dissolution

Florida Revised Limited Liability Company Act
Fl. Statutes §605.0105 Operating agreement; scope, function, and limitations
Fl. Statutes §605.0106 Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement
Florida Statutes §605.04091 Standards of conduct for members and managers
Florida Statutes §605.04092 Conflict of interest transactions
Florida Statutes §605.04093 Limitation of liability of managers and members

Delaware LLC Act
In particular Title 6 (Miscellaneous) which includes §18-1101(e):”A limited liability company agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement; provided, that a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.” and §18-1104 “In any case not provided for in this chapter, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern.”

Brent J Horton, Modifying Fiduciary Duties in Delaware: Observing Ten Years of Decisional Law, 40 Del. J. Corp. L. 921 (2016).

Florida Business Corporation Act
Florida Statutes §607.06401 (distributions)

Delaware General Corporation Law

Roku, Inc.:
Certificate of Incorporation
Legal Opinion (compare with the one on pages 250-251 of the casebook)

BlackRock’s Proxy voting guidelines (Feb. 2018)

Hypo (March 2018 (1))

Hypo (March 2018 (2))