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On The Fiduciary Duties Of General Partners Of Limited Partnerships In The United States

Posted on:2014-11-06Degree:MasterType:Thesis
Country:ChinaCandidate:W Y XuFull Text:PDF
GTID:2256330401978050Subject:Law
Abstract/Summary:PDF Full Text Request
The United States has mature legislations and abundant practices of fiduciaryduties of general partners of limited partnerships, which have played an important rolein protecting limited partners’ legal rights. By contrast, in China, fiduciary duties ofgeneral partners of limited partnerships are so weak that general partners ofteninfringe limited partners’ benefits but probably no effective remedies can be resortedto. Therefore, it is necessary to carefully study the legislations and practices of generalpartners’ fiduciary duties in the US so as to provide some reference for improving thelimited partnership system of China. For this purpose, this thesis attempts to, based onthe legislative evolution and judicial practice, carefully study and observe the rules ofgeneral partners’ fiduciary duties in the US from the three aspects of its basicrequirements, the issue of exempting general partners’ fiduciary duties through limitedpartnership agreements and the remedies for general partners’ violation of theirfiduciary duties. Finally this thesis will rethink general partners’ fiduciary duties inChina and put forward relevant legislative improvement suggestion by comparisonwith general partners’ fiduciary duties in the US.This thesis is divided into five chapters.Chapter One is the US Limited Partnership System. This chapter introduces theorigin and development of the US limited partnerships, the legal status of limitedpartnerships under the US laws, the legislative evolution of the US limitedpartnerships and the legal origin of general partners’ fiduciary duties under the USlimited partnership acts.Chapter Two is Basic Requirements of General Partners’ Fiduciary Duties underthe US Limited Partnership System. This chapter introduces the legislations of general partners’ fiduciary duties such as no self dealing transactions, no usurpation of limitedpartnership opportunities, and duty of disclosure and duty of care. Furthermore, thischapter summarizes and analyzes the problems and rules arising from the judicialpractice of the said duties through abundant cases.Chapter Three is Exemption of General Partners’ Fiduciary Duties throughLimited Partnership Agreements. This chapter introduces the argument of restrictingor allowing the exemption of general partners’ fiduciary duties through limitedpartnership agreements, discusses the rationality and disadvantages of such exemption,and finally make a legal analysis of restricting the said exemption.Chapter Four is Remedies for General Partners’ Violations of Their FiduciaryDuties under the US Limited Partnership Acts. Whereas limited partners’ derivativeaction is the most effective remedy, this chapter has a detailed discussion of theevolution of limited partners’ derivative actions, standing of limited partners to bringderivative actions and the principle of exhausting intra-partnership remedies.Chapter Five is Reflection of General Partners’ Fiduciary Duties under theLimited Partnership System of China. This chapter introduces the current situation ofthe execution of general partners’ fiduciary duties in China through three cases andanalyzes the reasons for the poor execution of general partners’ fiduciary duties.Based on which, this chapter puts forward the legislative suggestions of improvinggeneral partners’ fiduciary duties under the limited partnership system of China.
Keywords/Search Tags:Limited Partnership, General Partner, FiduciaryDuty
PDF Full Text Request
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