are limited liability strongcompanystrong interests securities.pdf

Pepperdine Law R eview Volume 19 Issue 3 Sy mp osium: Current Issues in Securities Article 7 Reg ulation 4-15-1992 Ar e Limited Liability Company Interests Securities? Mark A. Sargent Follow this nd dditional works t : /plr P rt of the Corpor tion nd Enterprise L w Commons, Org niz tions Commons, P rtnerships Commons, Securities L w Commons, nd the St te nd Local Government L w Commons Recommended Cit tion M rk A. S rgent Are Limited Liability Co mp any I nterests Securities?, 19 Pepp. L. Rev. 3 (1992) Avail ble t : /plr/vol19/iss3/7 This Symposium is brought to you for free nd open ccess by the School of L w t Pepperdine Digital Commons. It has been ccepted for inclusion in Pepperdine L w R eview by n uthorized dministr tor of Pepperdine Digital Commons. For more inform tion, please cont ct Kevin.Miller3@. Are Limited Liability Company Interests Securities? Mark A. Sargent* I. INTRODUCTION The limited liability company (LLC) is one of the most interest- ing forms of business organization developed in recent years. At first glance, the LLC may seem to be just another over-clever tax dodge doomed to a brief career. Upon closer inspection, however, the LLC actually seems to be worth taking seriously. This is so because the LLC attempts to achieve two of the most fundamental goals pur- sued by business planners. First, the LLC permits the planner to choose between entity-level taxation and pass-through taxation,2 allowing selection of the optimal t