Washington Law Review


Mary E. Brumder


The 1976 ULPA is a definite improvement over the 1916 ULPA. The new Act, however, makes only slight changes in one of the important and problematic parts of the old Act—the role of limited partners. As it is likely that a number of legislatures will consider adoption of the 1976 ULPA in the near future, this comment is written to provide guidance in the area of the limited partner's role. After examining the role of the limited partner as it has evolved within the structure of the 1916 ULPA, this comment discusses changes made by the 1976 ULPA and recommends three changes in the new Act. First, the control limitation should be narrowed to apply only to the limited partner who exercises control substantially the same as a general partner. Second, general partners should be required to regularly disclose certain partnership information. Third, the act should require limited partner approval of extraordinary transactions and of all transactions involving a general partner conflict of interest. With these changes, the act will more fully reflect modem ideas about investor protection and the reality of the substantial risks inherent in many limited partnership activities.

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