Fundamental Changes in the LLC: A Study in Path-Divergence and Convergence

Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations, (Robert W. Hillman & Mark J. Loewenstein eds., Edward Elgar Publishing, 2015, Forthcoming)

University of Tennessee Legal Studies Research Paper No. 252

37 Pages Posted: 21 Oct 2014 Last revised: 3 Nov 2014

Date Written: September 1, 2014

Abstract

Issues relating to fundamental changes in LLCs — matters such as amendments to organizational documents, mergers, conversions, domestications, and dissolutions — have received little consideration in the law literature. While they are regular occurrences in the lifecycle of a firm, they are not in front of an LLC’s management or legal counsel every day. Having said that, they are critically important aspects of the law governing LLCs, especially in transformative times. This draft book chapter, written for the forthcoming Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (Robert W. Hillman & Mark J. Loewenstein eds., Edward Elgar Publishing, forthcoming 2015), reviews the current state of fundamental change doctrine in the LLC form in the United States, collects and describes key observations on the current (and continually evolving) U.S. laws governing these important transactions, and draws related summary conclusions.

Keywords: limited liability company, LLC, fundamental change, basic change, merger, conversion, domestication, dissolution

JEL Classification: K20, K22, K29, M10, M19

Suggested Citation

Heminway, Joan MacLeod, Fundamental Changes in the LLC: A Study in Path-Divergence and Convergence (September 1, 2014). Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations, (Robert W. Hillman & Mark J. Loewenstein eds., Edward Elgar Publishing, 2015, Forthcoming); University of Tennessee Legal Studies Research Paper No. 252. Available at SSRN: https://ssrn.com/abstract=2504209

Joan MacLeod Heminway (Contact Author)

University of Tennessee College of Law ( email )

1505 West Cumberland Avenue
Knoxville, TN 37996
United States
865-974-3813 (Phone)
865-974-0681 (Fax)

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