My thoughts around the end of the year inevitably turn to the late, great Larry Ribstein, whom we lost two years ago. The first time I met Larry I was pretty scared of him. He was a big deal (I wasn't); he knew a lot (I didn't); he was a blogger (I wasn't); and he was acidly opinionated (nope, not me).
We talked about BA, and he said, chidingly, "I'll bet you teach corporations and partnerships, and then have a week or 2 on LLCs crammed in at the end, right?"
Me: yes?
Larry (aka "Mr. Unincorporation"): Even though most of your students will spend most of their careers dealing with LLCs, won't they.
Me (sheepish): You're right.
But I thought at the time, and didn't have the guts to say, "I'm right, too, Larry!" So I'm saying it now. I don't leave LLCs til the end of the semester because I think they're unimportant. It's because the cases are so damn thin. It's still such a new form, I just don't see much there there. Most of them wind up being trial courts who read the statute in completely stupid ways. Blech.
So I teach corporations and partnerships emphasizing fiduciary duty, default vs. mandatory rules, and the importance of the code. In fact, one semester I confess that I would ask a question and then intone, "Look to the code!" so often I felt like a Tolkien refugee. By the time I get to the LLCs cases, which are pretty basic, the class is ready for my message: the LLC is a new form. When dealing with something new, judges look both to the organizational statutes and to the organizational forms they know as they shape the law. Plus the LLC is such an interesting mix between the corporate and partnership form, it just makes sense to get through them both before diving in.
So I think Larry was wrong on this one. I know he'd disagree, but I also know he'd appreciate this blogpost telling he was wrong. Which is a lot of what made him so great.
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