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19 Tex. Tech L. Rev. 1 (1988)
The Power of Limited Partners to Remove and Replace the General Partner of a Limited Partnership

handle is hein.journals/text19 and id is 15 raw text is: TEXAS TECH LAW REVIEW VOLUME 19 1988 NUMBER I THE POWER OF LIMITED PARTNERS TO REMOVE AND REPLACE THE GENERAL PARTNER OF A LIMITED PARTNERSHIP by Kenneth Hooker* I. INTRODUCTION This article addresses an important consideration for attorneys negotiating a limited partnership agreement or advising clients who are considering an investment in a limited partnership. The issue is whether some majority of the limited partners may remove and replace the general partner of the limited partnership. As this article will examine, the resolution of this question is primarily a function of the provisions of the limited partnership agreement. This article will analyze the power of the limited partners to remove and replace their general partner under three alternatives. First, the limited part- nership agreement may contain no provision authorizing the removal and replacement of the general partner by the limited partners and may contain no provision permitting some majority of the limited partners to amend the limited partnership agreement. Second, the limited partnership agreement may expressly authorize a specified majority of the limited partners to replace the general partner. Last, the limited partnership agreement may not expressly authorize the removal and replacement of the general partner by the limited part- ners, but may permit a specified majority of the limited partners to * Attorney, Moore & Peterson, Dallas, Texas; University of Texas at Arlington (B.A. 1980); University of Texas (J.D. 1983). The author gratefully acknowledges the assistance of William N. Radford and J. Michael Wylie in the preparation of this article.

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