The Uniform and Model Act Lineage of Nebraska’s Business Associations Statutes

On April 1, 2010, Nebraska Governor Dave Heineman signed into law Legislative Bill 888, the Nebraska Uniform Limited Liability Company Act. This new statute was not drafted by Nebraska legislators or members of the Nebraska bar, but is instead based on a uniform act created by the National Conference of Commissioners on Uniform State Laws. The new Limited Liability Company Act joins several other Nebraska business association statutes that are based on model or uniform statutes created elsewhere, including: the Nebraska Uniform Partnership Act, the Nebraska Uniform Limited Partnership Act, and the Nebraska Business Corporation Act. The uniform and model act lineage of these Nebraska statutes is often overlooked, but that lineage can be very important to lawyers and judges interpreting Nebraska’s business associations statutes. Dealing with the Nebraska statutes can be difficult. The Nebraska case law is sometimes sparse and, except for an occasional continuing legal education presentation or law review article, very little commentary is directed specifically at those Nebraska acts. Even if there are Nebraska materials on point, additional guidance is helpful—lawyers and judges might want to look beyond the Nebraska authorities. Fortunately, lawyers dealing with these Nebraska statutes are not limited to Nebraska materials. Cases from other jurisdictions interpreting the same model or uniform act provisions can be invaluable. The official comments to the uniform and model acts also provide important interpretive guidance, as do discussions of the uniform and model acts in law reviews, continuing education materials, and other sources. To use those non-Nebraska materials, one must first identify the uniform or model act provision that corresponds to the Nebraska statute. A lawyer must know not only the model or uniform act on which the Nebraska statute is based, but must also identify the correct version of that statute. Then, one must pinpoint the particular section of the model or uniform act that corresponds to the Nebraska section. The latter task is difficult because the section numbers in Nebraska’s business associations statutes do not correspond to the section numbers in the uniform and model acts. In some cases, even the order is different. Once a lawyer has identified the appropriate model or uniform act section, he must find cases and other materials discussing that section. The problem here is often a lack of familiarity: Where does one find each of the model or uniform acts and its commentary? What reference works are available for each of those acts, and what research tools do they contain? The point of this Article is to make the task of the lawyer dealing with Nebraska’s business associations statutes a little easier. In this brief Article, I identify the particular model or uniform act on which each Nebraska statute is based and describe the reference works addressing that particular act—not treatises or reporters that address corporate or partnership law generally, but the reference works dealing specifically with the model and uniform acts. I indicate what tools each of those reference works includes and provide correlation tables for each statute, so a lawyer can find the model or uniform act provision that corresponds to each Nebraska section, and vice versa