Executive Summary Begins Here
Daniel S. Kleinberger
Professor Emeritus
Mitchell Hamline School of Law
St. Paul, Minnesota
EDUCATION
J.D. Yale Law School, May 1979
A.B. Harvard College, June 1972, summa cum laude
(Combined major: government, history and economics)
Junior Twelve, Harvard Phi Beta Kappa (12 juniors elected from a class of 1200)
Philo Sherman Bennet Prize for Senior Honors Thesis
ACADEMIC POSITIONS
Professor Emeritus 2014 -
Professor of Law 1992-2013
Associate Professor of Law 1986-1991
Teaching areas: limited liability company, partnership, corporate and agency law; law of closely held businesses; contracts; commercial transactions
EXPERT & ADR SERVICES
Consulting and testifying expert on:
• business norms and practices for entity governance (limited liability companies, corporations, partnerships), including “fiduciary duty” and “good faith and fair dealing”
• questions arising from family businesses and other closely held enterprises
• complex business structures, including the use of limited partnerships, limited liability companies and LLPs in investment structures and international affiliate arrangements
Qualified Neutral
• Arbitrator
• Consensual Special Magistrate
Investigator into alleged insider misconduct
Agreement Review
• Stress-testing of proposed settlement agreements that contemplate some continuing business relationship
• Form document review
• Plain English drafting
BOOKS
LIMITED LIABILITY COMPANIES: TAX AND BUSINESS LAW (Warren Gorham & Lamont, 1994; Supp. 2015-2) (with C. Bishop) [updated twice yearly]
AGENCY, PARTNERSHIP AND LLCS: EXAMPLES AND EXPLANATIONS (4th ed.; Wolters Kluwer; 2012) [5th ed. forthcoming 2016]
Law Review and Similar Articles
since 2009
“Delaware’s Implied Contractual Covenant of Good Faith and ‘Sibling Rivalry’ Among Equity Holders,” Proceedings of the 21st Century Commercial Law Forum: 15th International Symposium 2015 (Tsinghua University School of Law, Beijing, China) forthcoming 2016.
“Delaware Dissolves the Glue of Capitalism: Exonerating Those Who Manage Other People’s Money,” 38 William Mitchell L. Rev. 737 (2012).
“Foreword – Shape Shifting in the Law,” 38 William Mitchell L. Rev. 586 (2012) (foreword to symposium issue on Business Organizations: When “Business Purpose” Disappears).
“Donahue’s Fils Aîné: Reflections on Wilkes and the Legitimate Rights of Selfish Ownership,” 35 Western New England Law Review 405 (2011) (symposium volume, Fiduciary Duties in the Closely Held Corporation 35 Years after Wilkes v. Springside Nursing Home)
“A Myth Deconstructed: The ‘Emperor’s New Clothes’ on the Low Profit Limited Liability Company,” 35 Delaware Journal of Corporate Law 879 (2010)
“The Plight of the Bare Naked Assignee,” XLII SUFFOLK L. REV. 587 (2009)
“Two Decades of ‘Alternative Entities’ – from Tax Rationalization through Alphabet Soup to Contract as Deity,” Proceedings of the 21st Century Commercial Law Forum – Seventh International Symposium (Beijing, China), published in the United States, XIV Fordham Journal of Corporate & Financial Law 445 (2009)
“The LLC as Recombinant Entity – Revisiting Fundamental Questions through the LLC Lens,” Proceedings of the 21st Century Commercial Law Forum – Seventh International Symposium (Beijing, China); published in the United States, XIV Fordham Journal of Corporate & Financial Law 473 (2009)
Shorter Articles
since 2012
“The Limits of Limited Liability,” Business Law Today (forthcoming March 2016)
“The Consensual Special Magistrate: Minnesota’s Appealable Alternative to Arbitration,” Bench & Bar of Minnesota) (forthcoming January 2016)
“Protecting the Deal: Enforcing and Protecting the Owners’ Agreement,” Business Law Today (April 2015)
“Series of Unincorporated Business Entities: The Mobius Strip and Klein Bottle of Business Entity Law,” Business Law Today (February 2015)
“Series of Unincorporated Business Entities: The Construct, the Import, the Recent Activity of the Uniform Law Commission, and the Issues on the Table, XXXI The LLC & Partnership Reporter 51 (September 2014)
“Is the Delaware Court of Chancery Going ‘Objective’ on Us? – or - Policemen’s Annuity and Benefit Fund of Chicago v. DV Realty Advisors LLC: More Delaware Permutations on Good Faith,” available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2143400
“Why Justice Cardozo Was Right, and Chief Justice Steele Is Wrong,” solicited article for on-line symposium, hosted by the Institute of Delaware Corporate and Business Law (Widener Law), concerning Justice Steele’s proposal to eliminate by judicial decision all fiduciary duties in Delaware limited liability companies and limited partnerships; available at http://blogs.law.widener.edu/delcorp/on-line-symposium-default-fiduciary-duties-in-llcs-and-lps/
LEGISLATIVE PROJECTS
since 2006
Uniform Law Commission – Drafting Committee on Series of Unincorporated Business Entities; Reporter to Drafting Committee: 2012 - present
Uniform Law Commission – Drafting Committee to Harmonize the Unincorporated Business Entity Acts; Co-Reporter to Drafting Committee; Principal Drafter of Official Comments; 2009 - 2014
Revised Uniform Limited Liability Company Act (2006); Co-Reporter to Drafting Committee; Principal drafter of statutory text and Official Comments
PRESENTATIONS
since 2015
“Understanding & Using Minnesota’s New Uniform Limited Liability Company Act” – sponsored by Minnesota CLE (forthcoming January 11, 2016)
co-presenter (full day program)
“Delaware’s Implied Contractual Covenant of Good Faith and ‘Sibling Rivalry’ Among Equity Holders,” 21st Century Commercial Law Forum: 15th International Symposium 2015 (Tsinghua University School of Law, Beijing, China; October 31, 2015)
“Issues in the U.S. Law of Unincorporated Business Organizations,” public lecture presented at Tsinghua University School of Law (Beijing, China, November 1, 2015)
“Corporate-Like Terms: The Dangers and Pitfalls of Using Corporate Concepts in LLC Operating Agreements,” Annual Meeting of the ABA Business Law Section (Chicago, September 16, 2015)
“Using the World’s Best Checklist – Forming LLCs” – sponsored by the ABA Business Law Section (webinar, June 25, 2015)
International Association of Commercial Administrators (IACA) – 38th Annual Conference (Savannah, Georgia, May 19, 2015) Series Entities & the Proposal of a Series of Unincorporated Business Entities Act
“The Series LLC for Captive Insurance,” 2015 Spring Meeting of the ABA Business Law Section (San Francisco, April 16, 2015)“Conciliation Court Referee Training” – sponsored by the Ramsey County District Court (St. Paul, June 11, 2015) A Walk on the Wild Side: Section 504B.178 (Security Deposits)
“Essential but Overlooked Issues in Drafting LLC Operating Agreements” – sponsored by the ABA Section of Real Property, Trust & Estate Law (webinar, March 17, 2015)
“Consensual Special Magistrate: The Appealable Alternative to Arbitration” – sponsored by Minnesota CLE (webinar, February 18, 2015)
“Conciliation Court Referee Training” – sponsored by the Ramsey County District Court (St. Paul, January 30, 2015) Common Legal Landlord/Tenant Issues
Executive Summary Ends Here