In 1988，unincorporated business organizations com prised a backw ater in the U. S. law o f business associations. D ue to unlimited owner lia b ility，general partnerships w ere the choice only o f the ignorant，those constrained by regulations，or those w ho did not know they w ere m aking a choice. A s for limited partnerships，the Tax Re form A ct o f 1986 had crippled their use as tax shelters，① and the O m nibus B udget R eco nciliation A ct o f 1987 had elim inated“pass throug h”partnership tax status for alm ost all lim ited partnerships that w ere pub licly traded.② In U . S. law schools， introductory courses in“ business associations” m entioned partnerships in passing，if at all. The principle dividing line w ith in such courses w as between corporations that w ere pub licly traded and those that w ere closely held.