The Tortious Conduct Exception: Holding Limited Liability Companies Accountable for Their Misconducts in Light of Estate of Countryman v. Farmers Cooperative Ass’n

Aaron Dean Wiles Jr.

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The limited liability company (“LLC”) is the newest business entity in the United States, and since its introduction in Wyoming in 1977, it has gained extreme popularity in state legislatures across the country. All fifty states and the District of Columbia have enacted some form of LLC legislation. The LLC possesses several attractive features, most notably “limited liability benefits, the opportunity to manage company affairs, and fewer restrictions on running the company.” Further, LLCs are taxed the same as a partnership, which “only impose[s] one level of tax at the owner level and offer[s] a number of other advantages, including the ability to flexibly allocate profits and losses.”
40 New Eng. L. Rev. 1065

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