spring 2015 materials
Florida Revised Uniform Partnership Act:
RUPA §202 (Fl. Statutes §620.8202) (partnership formation)
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 §605.0105 Operating agreement; scope, function, and limitations
Florida Statutes §605.04091 Standards of conduct for members and managers
Florida Statutes §605.04092 Conflict of interest transactions.
Delaware Limited Liability Company Act
Florida Business Corporation Act
Florida Statutes § 607.0830 (General standards for directors)
Florida Statutes §607.0831 (Liability of directors)
Florida Statutes §607.0832 (Director conflicts of interest)
Delaware General Corporation Law
DGCL § 144 Interested directors; quorum:
(a)No contract or transaction between a corporation and 1 or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which 1 or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if:
(1)The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(2)The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(3)The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders.
(b)Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
Description of Capital Stock of County Bancorp Inc.
Hypothetical (1) (notes on the hypo)
Robinson v Glynn (4th Cir. 2003)