Introduction

In 1988，unincorporated business organizations comprised a backwater in the U.S. law of business associations. Due to unlimited owner liability，general partnerships were the choice only of the ignorant，those constrained by regulations，or those who did not know they were making a choice. As for limited partnerships，the Tax Reform Act of 1986 had crippled their use as tax shelters，^[1]and the Omnibus Budget Reconciliation Act of 1987 had eliminated “pass through” partnership tax status for almost all limited partnerships that were publicly traded.^[2]In U.S. law schools，introductory courses in “business associations” mentioned partnerships in passing，if at all. The principle dividing line within such courses was between corporations that were publicly traded and those that were closely held.

Today，twenty years later，the law of unincorporated business organizations is the cutting edge of U.S. entity law. Almost everywhere in the United States，more limited liability companies are formed each year than are corporations.^[3]Throughout the United States，the limited liability partnership has resurrected the general partnership as a rationale entity choice，^[4]and more than twenty states provide for limited liability limited partnerships.

As for the legal academy，law schools are slowly beginning to recognize that a single，one-semester course in “business organizations” is not possible. My own school now offers a one-semester course in Agency，Partnerships and Limited Liability Companies and another in Corporations. Other schools are taking the same or similar approaches. In 2002，the American Association of Law Schools granted permanent status to a section on Agency，Partnerships，Limited Liability Companies and