Two Decades of "Alternative Entities": From Tax Rationalization Through Alphabet Soup to Contract as Deity

Abstract

This essay: (i) puts into perspective the past 20 years of developments in the U.S. law of limited liability companies (LLCs), limited liability partnerships (LLPs), and limited liability limited partnerships (LLLPs); (ii) explains how a movement toward tax rationalization has been transformed into a palace coup aimed at fiduciary duty (a fundamental tenet of the U.S. law of closely held businesses); and (iii) criticizes both conceptually and pragmatically efforts to "kill Cardozo" and worship "freedom of contract."

Keywords: limited liability company, L.L.C., limited liability partnership, L.L.P., business organizations

JEL Classification: K22