The Market for LLCs

It's a little off from our usual topics, but I have a post up over at The Conglomerate blog as part of their junior faculty scholars' workshop. Gordon Smith and Larry Ribstein also are commentators. The paper under discussion is by Professor Mohsen Manesh of the University of Oregon and is entitled "Delaware and the Market for LLC Law: A Theory of Contractability and Legal Indeterminacy." Most of the discussion is about the regulatory competition for LLC charters, but a part of the debate is something that does lie at the heart of this blog's topic. Manesh's paper describes a competition for operating businesses, but I would bet that many of the Delaware LLC formations are financial shells set up for securitizations or similar purposes. Also, a good deal of these LLCs are probably wholly owned subsidiaries used for asset partitioning.