66 U. Colo. L. Rev. 855 (1994-1995)
Limited Liability Companies: Origins and Antecedents

handle is hein.journals/ucollr66 and id is 865 raw text is: UNIVERSITY OF

COLORADO LAW REVIEW
Volume 66, Number 4                                       1995
LIMITED LIABILITY COMPANIES:
ORIGINS AND ANTECEDENTS
WILLIAM J. CARNEY*
I. INTRODUCTION
I was delighted to have been invited to this conference for
several reasons. First, Boulder seems almost like home. I
practiced law in Denver in the 1960s, before entering teaching
a bit north of here, at Laramie, where I began at the same time
as Christopher Mueller, now the Lindsley Professor of Proce-
dure and Advocacy at the University of Colorado School of Law.
Second, this gives me the chance to claim to have been the first
to write about the Wyoming Limited Liability Company (LLC)
Act, although I must confess to having been less than optimistic
about its utility and its future. In 1977, while writing an
article about Wyoming close corporations, I noted the passage
of the LLC Act and suggested that it was probably a poor
substitute for a close corporation under most circumstances.'
Credit me with being first if not prescient.
* Charles Howard Candler Professor, Emory University School of Law. I
wish to thank William G. Snider, Emory Law School, 1995, for his assistance with
the research on this article, and Fred S. McChesney, my co-author on a
forthcoming paper, for stimulating discussions of limited liability companies.
1. William J. Carney, Close Corporations and the Wyoming Business
Corporation Act: Time for a Change?, 12 LAND & WATER L. REV. 537, 581-82
(1977). My prediction was accurate, at least on a local basis, for a considerable
period of time. As of 1988, only 26 LLCs existed in Wyoming. Joseph P. Fonfara
& Corey R. McCool, Comment, The Wyoming Limited Liability Company: A Viable
Alternative to the S Corporation and Limited Partnership?, 23 LAND & WATER L.
REV. 523, 523 (1988).

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