Article Title

Statutory Forms for Closely Held Firms: Theories and Evidence from LLCs

Publication Title

Washington University Law Quarterly


Part II discusses a tax/regulation hypothesis under which tax and regulatory statutes shape business association statutes. Part III discusses an inefficiency hypothesis under which the public choice dynamics of legislatures, imperfect jurisdictional competition, and inherent constraints on the development of new standard forms prevent the development of efficient statutory standard forms. Part IV then analyzes these theories of LLCs in light of the actual development of LLCs. Part V concludes and discusses some public policy implications of the theories and evidence set forth in this Article.