Tuesday, March 10, 2009

Ribstein & Lipshaw's New Unincorporated Business Association Casebook

Posted by Jeff Lipshaw

Attention law professors who are going to be teaching a course called anything like "Unincorporated Business Associations," or "Agency and Partnership" or "Partnerships and LLCs"!  Larry Ribstein (Illinois, left) and I are in the final stages of preparing our Unincorporated Business Associations, 4th Edition for Ribstein publication in May.  The Teacher's Guide should also be available shortly thereafter.  Rather than re-invent the wheel, I'm simply going to quote from the letter LexisNexis will be sending out: 

Like its predecessors, the new edition of Unincorporated Business Associations takes a business planning approach to teaching the modern law of partnerships and other unincorporated firms.  In the five years since the Third Edition, the proliferation of unincorporated business forms has outgrown the scope of the traditional three-credit "Business Associations" or "Corporations" course.  Today's business lawyers are likely to be called upon to organize limited liability companies rather than closely held corporations, or to advise clients forming privately or public held investment partnerships.   Practice in this area involves not just a thorough grounding in the default rules of partnership and "uncorporate" forms of limited liability firms, but an understanding how lawyers customize the statutory standard business forms to match the needs of the business clients.   The traditional business law curriculum has not adequately covered those skills, and Professors Ribstein and Lipshaw designed Unincorporated Business Associations to fill the gap.

Significant changes to the Fourth Edition of Unincorporated Business Associations include:

• The material on LLCs has largely been rewritten, reflecting the rapid development in this form over the last several years.   The chapter contains sixteen new problems, ranging from issues of form selection, management, limited liability, transferability of interests, to dissolution and merger.

• Each chapter contains new and updated notes and problems that provide a "hands-on" approach to the consequences of, and planning and drafting for, issues in agency, partnership, limited partnerships, LLCs, and limited liability partnerships. The problems also draw together materials from disparate areas of the law, including tax, bankruptcy, securities, and employment discrimination, involved in business planning.

• The first chapter introduces teachers and students to several realistic business situations that continue through the book.

• The materials on partners' financial rights now includes a short primer on financial accounting, designed to teach students with no other grounding in the subject enough about the very basics to understand legal issues touching on capital accounts in unincorporated business associations.

• The Teacher's Guide is almost six-fold expanded from previous versions.  It contains approaches to organizing classes, synopses of all the cases, lecture outlines, proposed questions and answers, discussions of answers to all the problems, diagrams of the complex cases, and flow charts of complex statutory analysis in areas like partnership dissolution and winding up.   There are proposed syllabi for two-, three-, and four-credit courses.  Reflecting new thoughts in classroom pedagogy, the manual also includes three big interactive problems, in which students get asymmetric information about business goals and are asked to craft legal solutions.

• Professors Ribstein and Lipshaw will maintain a website from which the Teacher's Guide materials (including animated versions of the slides and flow charts) and other classroom aids will be available for download.

The advance page proofs for the Fourth Edition of Unincorporated Business Associations will be available in April. Please contact Sean Caldwell (sean.m.caldwell@lexisnexis.com / 513-721-2506) to request access to the advance page proofs.


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