THE SERIES LLC: SUGGESTIONS FOR SURVIVING SOME SERIOUS UNCERTAINTIES

Abstract

* Juris Doctor, May 2011, University of Pittsburgh School of Law. Many thanks go to Robert T. Harper and Stephanie Winer Schreiber for their invaluable advice and encouragement throughout this and many other endeavors. 1. See Carol R. Goforth, The Series LLC, and a Series of Difficult Questions, 60 ARK. L. REV. 385, 385 (2007). Professor Goforth acknowledges the existence of other options for specialized business, such as real estate investment trusts, but notes that “the vast majority of American businesses” were organized as one of the four main statutory options. Id. 2. See id. at 385–86. 3. See M. Shaun McGaughey, Limited Liability Partnerships: Need Only Professionals Apply?, 30 CREIGHTON L. REV. 105 (1996) (discussing the limited liability partnership); Dem A. Hopkins, LLLPs—A New Limited Liability Option, CCH LIMITED LIABILITY COMPANY GUIDE: LLC ADVISOR, Nov. 16, 2000, at 4 (discussing the limited liability limited partnership). 4. For a good overview of the history of the limited liability company, see Thomas Earl Geu, Understanding the Limited Liability Company: A Basic Comparative Primer (Part One), 37 S.D. L. REV. 44, 44–96 (1992). 5. Compare this to the limited partnership, in which only limited partners enjoy limited liability, and only if they refrain from the management or control of the enterprise. E.g., Freedman v. Tax Review Bd. Philadelphia, 243 A.2d 130, 134 (Pa. Super. Ct. 1968), aff’d, 258 A.2d 323 (Pa. 1969). 6. See Howard M. Freidman, The Silent LLC Revolution—The Social Cost of Academic Neglect, 38 CREIGHTON L. REV. 35, 36 (2004).