The Hohfeldian Concept of Share in Limited Liability Companies: A View From the Common and Civil Law Traditions

Abstract

This Article draws upon the question: How do restrictions on transfers of shares of limited liability companies (LLCs) affect the “physiology” and “morphology” of property rights in those shares? The purpose of this Article is to scrutinize the effects such restrictions have on the definition of property rights members of LLCs hold in their shares. In this context, I use the term “un-consented transfer of shares” as my laboratory.

Keywords: LLCs, property rights, operating agreement, common law, civil law