Joan MacLeod Heminway

Fundamental Changes in the LLC: A Study in Path-Divergence and Convergence

Issues relating to fundamental changes in LLCs — matters such as amendments to organizational documents, mergers, conversions, domestications, and dissolutions — have received little consideration in the law literature. While they are regular occurrences in the lifecycle of a firm, they are not in front of an LLC’s management or legal counsel every day. Having said that, they are critically important aspects of the law governing LLCs, especially in transformative times. This draft book chapter, written for the forthcoming Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (Robert W. Hillman & Mark J. Loewenstein eds., Edward Elgar Publishing, forthcoming 2015), reviews the current state of fundamental change doctrine in the LLC form in the United States, collects and describes key observations on the current (and continually evolving) U.S. laws governing these important transactions, and draws related summary conclusions.