Pick Your Partner versus the United States Bankruptcy Code
24 Pages Posted: 6 Nov 2015 Last revised: 29 Nov 2016
Date Written: November 4, 2015
Abstract
Partnership law from the beginning contained provisions implementing what has come to be known as the “pick your partner” principle, reflecting the early development of the partnership law provision that admission of a partner to a partnership requires unanimous consent of the partners. As limited partnership and limited liability company statutes developed, the pick your partner principle was embodied in those statutes. The Colorado, Delaware, and Texas limited liability company statutes provide that the interest a member has in a limited liability company is personal property and, subject to agreement, may be assigned. These same provisions, however, also state that, absent agreement otherwise, the assignee only receives the assignor’s rights to profits and losses and distributions and does not receive any rights to participate in management.
State laws generally allow the owners of a business to pick their partners and maintain the partnership relationships. As discussed in the article, however, the impact of the U.S. Bankruptcy Code, when an owner (member or partner) files bankruptcy, may dramatically impact “pick your partner” and suggests careful drafting of the operative agreements.
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