Partnerships – Episode 2: Default Governance (Flat and Equal)

Why do partnership laws assume everyone gets an equal vote—and an equal share—no matter how much they contribute? In this episode, we explore the “flat and equal” default rules that govern general partnerships under the Revised Uniform Partnership Act (RUPA). Professor Seth C. Oranburg breaks down how profits, losses, and management rights are divided by default, why these rules exist, and how they can lead to surprising results. We’ll also examine the practical implications for lawyers advising clients: when to rely on default rules, when to contract around them, and how to spot warning signs of dysfunction.

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