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Long before there were limited liability companies, there were mining joint ventures. Although LLCs have generally become the dominant choice for the formation of privately held entities, the common law joint venture stubbornly persists as the preferred investment vehicle for mining companies. To add to the suite of Form 5 mining joint venture forms previously published by the Rocky Mountain Mineral Law Foundation, this article proposes yet another version of Form 5, dubbed the Modest Form, with the hope that a new LLC form project would be launched by the Foundation and thereby become more manageable. The Modest Form is intended as a less complex LLC agreement based primarily on the Foundation’s Form 5, updated to reflect amendments to the Delaware Limited Liability Company Act and other legal developments since the adoption by the Foundations of Form 5 LLC. In proposing the Modest Form (available from the Foundation), this article considers the structure of previous mining joint venture forms and suggests issues that may pose obstacles to their wider use. The article then discusses why certain provisions of earlier forms remain useful and examines the new LLC provisions proposed in the Modest Form.


Rocky Mountain Mineral Law Institute

Publication Title

Proceedings of 53rd Annual Rocky Mountain Mineral Law Institute





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