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Issues Under the ‘New’ Minnesota LLC Act with Dan Kleinberger
Start Date: 2/18/2020Start Time: 12:00 PM
End Date: 2/18/2020End Time: 1:00 PM
Event Description:

Issues Under the ‘New’ Minnesota LLC Act

February 18, 2020

Mitchell Hamline School of Law



The lecture will focus on questions suggested in advance by attendees, with discussion not only of each question itself but also of the context necessary to understand both the question and the answer(s).  As of this date, topics include the following:

Litigation related topics:

  • Derivative actions: How do 322C.0902 and .0904 relate to, or enter in conflict with, Minn. R. Civ. P. 23.09? Is futility the same as frustration (in terms of efforts to seek a decision from the Company before filing an action)?
  • Diversity jurisdiction – asserting on the basis of “on information and belief”

Formation and related topics

  • Considering how convenient and efficient an LLC is, what are some compelling reasons why an entrepreneur should NOT choose an LLC as an entity, and instead go with a Corporation, B-Corp, or Partnership?  Do statements of authority under 322C.0302 impinge upon or compromise the Doctrine of Apparent Authority?
  • From the perspective of LLC law, are there any specific issues or considerations when a (private) trust is a member of an LLC?
  • What is the most advisable way to set up a profit-sharing agreement under the Act? (i.e., no membership interest, only % of the LLC profits)?
  • If an LLC is member-managed by one member, would that mean in practical terms that it is manager-managed (therefore governed by the latter’s duties and requirements)?
  • Can an LLC “go public” through an Initial Public Offering (IPO)? If so, how is stock offered?

    Capital structure

  • Transferability of LLC interests; particularly, the difference between full transfers of membership interests and assignment by a member of his/her financial interest in the LLC.


  • Why does the Act not contemplate Series LLCs?


Further suggestions are expected through January 15, 2020.



Professor Emeriti Dan Kleinberger, Mitchell Hamline School of Law


Presenter Biography

Professor Kleinberger’s scholarship involves business law, particularly the law of business organizations. His books include a leading national treatise on limited liability companies and a popular student treatise on agency, partnerships, and LLCs. His articles sometimes conjoin the conceptual and the practical (e.g., “Respondeat Superior Run Amok” and “A User’s Guide to the New Uniform Limited Partnership Act”) and sometimes take a more theoretical perspective (e.g., “The Closely Held Business through the Entity-Aggregate Prism”).

Professor Kleinberger has been immersed in legislative drafting projects for more than two decades, and his scholarship and drafting work have been recognized by the National Conference of Commissioners on Uniform State Laws, the American Law Institute, the American Bar Association Committee on Limited Liability Companies, Partnerships and Unincorporated Entities, and the Section on Agency, Partnership, LLCs and Unincorporated Associations of the American Association of Law Schools.

Kleinberger was the reporter for and principal drafter of the original Minnesota LLC statute (Chapter 322B, repealed) and also the principal drafter of the Uniform LLC Act which forms the basis of the current Minnesota LLC statute, Chapter 322C.

Kleinberger was recently named the 2019 recipient of the Martin I. Lubaroff Award, which recognizes a nationally regarded business attorney and member of the ABA Business Law Section’s Committee on LLCs, Partnerships, and Unincorporated Entities who has consistently demonstrated leadership, scholarship, and outstanding service in business entity law.



Location Information:
Mitchell Hamline School of Law - *Main Campus  (View Map)
875 Summit Ave
St. Paul, MN 55105
Phone: 651-227-9171
Room: 219
Contact Information:
Name: Allison Burke

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