The Non-Uniformity of Uniform Laws

38 Pages Posted: 6 Jul 2007 Last revised: 7 Jul 2015

Bruce H. Kobayashi

George Mason University - School of Law

Larry E. Ribstein

University of Illinois College of Law (deceased); PERC - Property and Environment Research Center

Date Written: October 5, 2007

Abstract

We present theory and evidence evaluating the work of the National Conference of Commissioners on Uniform State Laws (NCCUSL). Based on an analysis of Uniform Limited Liability Company Acts (ULLCA) promulgated in 1994 and 2006, we show that NCCUSL not only failed to move state laws toward uniformity, but reduced state uniformity that can arise in the absence of NCCUSL. We also present an institutional explanation of NCCUSL's strategy based on the provisions and history of the 2006 ULLCA. We show that the very NCCUSL institutions that are designed to produce uniformity actually may tend to undermine it.

Keywords: LLC, Uniform Laws, Private Legislatures, NCCUSL

JEL Classification: K12, O34, D72

Suggested Citation

Kobayashi, Bruce H. and Ribstein, Larry E., The Non-Uniformity of Uniform Laws (October 5, 2007). JOURNAL OF CORPORATION LAW, VOL. 35 (Winter 2010), pp. 327-­392; CLEA 2008 Meetings Paper; 2nd Annual Conference on Empirical Legal Studies Paper; U Illinois Law & Economics Research Paper No. LE07-030. Available at SSRN: https://ssrn.com/abstract=998281 or http://dx.doi.org/10.2139/ssrn.998281

Bruce H. Kobayashi

George Mason University - School of Law ( email )

3301 Fairfax Drive
Arlington, VA 22201
United States
703-993-8034 (Phone)
703-993-8088 (Fax)

HOME PAGE: http://mason.gmu.edu/~bkobayas

Larry Edward Ribstein (Contact Author)

University of Illinois College of Law (deceased)

PERC - Property and Environment Research Center

2048 Analysis Drive
Suite A
Bozeman, MT 59718
United States

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