Again, for the Want of a Theory: The Challenge of the 'Series' to Business Organization Law

Abstract

The notion of a series, essentially an internal compartment of a limited liability company (LLC), limited partnership, or business trust that affords both an affirmative and a negative liability shield and has some of the attributes of a legal entity, has of late caused significant confusion. Some of that confusion has arisen from concerns about how the series will be treated in the areas of federal and state taxation and in the bankruptcy system. Other questions, they being the primary focus of this presentation, have arisen from the effort to conceptualize the individual series and to place them in the context of the primary business organization of which they are, in some manner, components.