F. Hodge O'Neal Corporate and Securities Law Symposium

Statutory Forms for Closely Held Firms: Theories and Evidence from LLCs

Larry E. Ribstein
Part II discusses a tax/regulation hypothesis under which tax and regulatory statutes shape business association statutes. Part III discusses an inefficiency hypothesis under which the public choice dynamics of legislatures, imperfect jurisdictional competition, and inherent constraints on the development of new standard forms prevent the development of efficient statutory standard forms. Part IV then analyzes these theories of LLCs in light of the actual development of LLCs. Part V concludes…
F. Hodge O'Neal Corporate and Securities Law Symposium

The Limited Liability Company: Lessons for Corporate Law

Jonathan R. Macey
This Article explores the implications of the emergence of the limited liability company for our understanding of corporate law. What does the modem emergence of the limited liability company tell us about the state of American corporate law? This Article argues that the emergence of the limited liability company has much to tell us about a variety of important topics in corporate law, particularly the reasons for requiring formal incorporation,…
F. Hodge O'Neal Corporate and Securities Law Symposium

Planning Problems in the Limited Liability Company

Dennis S. Karjala
Part I briefly discusses the development of the limited liability company form and its roots in the liberalized provisions of modem corporation and partnership law. In Part II, the Article examines a variety of fact situations derived from partnership and close corporation case law as examples of the kinds of disputes that arise among the participants in closely held enterprises.
F. Hodge O'Neal Corporate and Securities Law Symposium

Removing the Limits on Authorized Stock

James J. Hanks Jr.
F. Hodge O'Neal Corporate and Securities Law Symposium

Squeeze-Outs and Freeze-Outs in Limited Liability Companies

Franklin A. Gevurtz
Part II of this Article will consider squeeze-outs, and Part III will look at freeze-outs. Part IV will conclude this Article with several specific suggestions that will aid drafters of LLC legislation in minimizing squeeze-out and freeze-out problems.
F. Hodge O'Neal Corporate and Securities Law Symposium

Profit-Seeking, Individual Liability, and the Idea of the Firm

Richard A. Booth
The thesis here is that the historical explanation for the way things are, accurate as it may be, has lost its force as an argument that things should stay that way. To be specific, (1) the line between profit-seeking and nonprofit- seeking activity is no longer as bright as it once may have been; and (2) there is nothing magical about limited liability-that is, it is no longer the definitive…
F. Hodge O'Neal Corporate and Securities Law Symposium

The Taxation of Domestic Limited Liability Companies and Limited Partnerships: A Case for Eliminating the Partnership Classification Regulations

Susan Pace Hamill
Part II of this Article traces the historical evolution of the entity classification area. Part III then examines how the entity classification regulations have been applied to limited partnerships. Part IV then examines how the classification regulations apply to LLCs, focusing on the guidelines set out in Revenue Procedure 95-10. Finally, in Part V, the Article proposes that the tax policymakers eliminate the use of the partnership classification regulations when…
Note

Recouping the Losses of Brooke Group

David J. Kates