Rolling Down the Curtain on “Roll-Ups”: The Case for Federal Legislation To Protect Limited Partners

This Note examines roll-ups and the lack of alternatives available to reluctant limited partners. Part I focuses on existing judicial remedies for limited partners, such as injunctions and actions for damages, and explains why these courses of action provide inadequate protection. This Part then reviews recent attempts at statutory protection and points out the shortcomings of these remedies. Part II examines safeguards afforded analogously situated corporate shareholders and sets forth arguments why limited partners should receive similar protection. After demonstrating the need for legislation, Part III suggests a workable structure for this statutory protection. Then, the Note discusses the relative virtues of federal and state action and concludes the need for quick, uniform action dictates that the federal government, rather than the states, should act in this area. Finally, the Note discusses recent congressional activity on the subject of roll-ups.