The Limited Liability Company: Lessons for Corporate Law

Abstract

Legal scholarship examining the recent emergence of the limited liability company has primarily focused on the legal treatment of these entities. A successfully formed limited liability company is a noncorporate entity that provides its owners with protection against liability for enterprise obligations, as well as the pass-through tax treatment traditionally associated with partnerships and Subchapter S corporations. At the same time, the limited liability company form allows investors to remain actively involved in the management of the enterprise. The purpose of this Article is different. Rather than exploring whether (or how well) the limited liability companies achieve their common intended purpose of reducing the contract, tort and tax liabilities of their investors, this Article explores the implications of the emergence of the limited liability company for our understanding of corporate law.