We use the history of private limited liability companies (PLLCs) to challenge two pervasive assumptions in the literature: (1) Anglo-American legal institutions were better for economic development than continental Europe’s civil-law institutions; and (2) the corporation was the superior form...

The limited liability company (LLC) is a much more popular business entity in some U.S. states than in others. This empirical study provides the first detailed analysis of this phenomenon, using a partly original set of cross-sectional state-level data. I find that formation fees, rather than...

The paper investigates features of, and limits to, the right to information a shareholder of a Limited Liability Company under Italian law (S.r.l.) has vis-a-vis the management. The broad extension of this right, coupled with the absence of objective standards in well-established case law,...

We agree with Chief Justice Myron T. Steele in his article, Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies, that the proper default rule for Delaware limited liability companies (“LLCs”) formed under the Delaware Limited...

This article, prepared for the Business Law Prof Blog 2017 Symposium, examines the statutory grounds available to members who seek judicial dissolution of an LLC in all fifty states plus the District of Columbia. I also examined the judicial dissolution grounds in five model statutes: the 1992...

This article examines why China does not abolish the minimum capital requirement for the limited liability companies (LLCs). By substantially reducing LLCs' minimum initial capitalisation to RMB 30,000, the revised Company Law has largely resolved the problems of discouraging entrepreneurship...

The most common business enterprise form in Germany today is the Gesellschaft mit beschränkter Haftung (GmbH). The GmbH offers entrepreneurs the partnership's flexibility combined with limited liability, capital lock-in, and other traits associated with corporations. Earlier enterprise forms...

Tax transparent limited liability entities (TTLLEs) such as the GmbH & Co. KG in Germany, the trading trust in Australia, or the S Corporation and the LLC in the U.S., can be found in many developed economies. While these entities are to a large extent functionally equivalent, their underlying...

To what extent does equity play a role in LLC law? To what extent do courts retain the judicial discretion “to do right and justice” in circumstances in which the LLC statute and the applicable LLC agreement do not otherwise offer an adequate remedy to an aggrieved LLC member or manager?...

The limited liability company is not only a widespread business form for non-listed firms but also is used by listed companies. There were 20 publicly traded Delaware LLCs in September 2013. Given the policy of the Delaware legislators and courts to give a maximum effect to the principle of...