Our November guest blogger with be 3L Jennifer McNamee. Jennifer hails from St. Louis and attended Marquette for her undergraduate degree. She is interested in civil litigation and bioethics. Many thanks to our previous guest, 3L Tyler Coppage.
Professor Nadelle Grossman has another forthcoming publication, “What Is the NBA?”, written for the faculty symposium issue of the Marquette Sports Law Review. The abstract is below, and you can access the full article at SSRN:
The NBA’s organizational structure is curious. While courts at times refer to the NBA as a joint venture and at other times as a single entity, their analyses are conducted not for state organization law purposes but to assess the NBA’s compliance with federal antitrust law. Commentators, too, consistently address the NBA’s organizational structure only under antitrust law and not state organization law. As I argue, given the different purposes of these two legal regimes — antitrust law to protect consumers through preserving competition, and state organization law to ensure managers are faithful to the business purpose and to create a default structure among owners and managers — conclusions about the NBA’s organizational structure for purposes of compliance with antitrust law does not control the analysis of the NBA’s structure for purposes of state organization law.
To fill the gap in case law and commentary, this article analyzes the NBA’s organizational form under state organization law. This analysis is important because the NBA’s organizational form impacts the rights and duties of the member team-owners of the NBA. If, for example, the NBA is a joint venture partnership under state organization law — that is, an association of team owners who have come together to pursue a limited scope business for profit — then by default, its members would owe fiduciary duties to the other members and any member could seek judicial expulsion of a recalcitrant member.
Professor Nadelle Grossman has a forthcoming book chapter entitled “Casual Convergence in Unincorporated Entity Law” in the Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (Robert W. Hillman & Mark J. Loewenstein eds., Edward Elgar Publ’g forthcoming 2015). The abstract is below. You can access Prof. Grossman’s full book chapter at SSRN.
As seemingly uniform as the surface of the sea, unincorporated entity acts in most states are drafted from one of the National Conference of Commissioners on Uniform State Law’s (NCCUSL) uniform acts. In fact, by the end of 2013, seven states had adopted NCCUSL’s latest uniform act governing limited liability companies (LLCs), called the Revised Uniform Limited Liability Company Act, or RULLCA, and more have since followed.
Supporters of uniformity, including NCCUSL, argue that uniformity among state LLC acts generates administrative and cost savings. Critics, on the other hand, argue that uniformity undermines state experimentation to achieve more efficient LLC laws.
However, I argue in the chapter that these debates about uniformity are misguided.