Di Lorenzo’s Article Published in the New York Law Journal

Professor Vincent Di Lorenzo’s article, “Unlimited Liability in Limited Liability Companies”, was published in the New York Law Journal on October 6, 2017.  Vince Di Lorenzo

The article explores the intersection of corporate and tort law on the issue of personal liability of individuals with management power. The literature has explored the participation standard and how it serves to impose personal liability on corporate directors. The focus of this article is on limited liability companies. LLCs are often used as ownership entities for real estate ventures. Members of LLCs are similar to corporate shareholders but also similar to corporate directors in that they exercise management power. State decisions are divided on the question of whether members of LLCs can be held personally liable under the participation standard when they act on behalf of the LLC. This articles examines New York decisions that have imposed such liability in cases involving active participation. It then explores if and when members can be held personally liable in cases involving inaction in the face of tortious conduct by agents or other members.

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