Washington Law Review


Robert C. Art


Legislation permitting a business organized in one form, such as a corporation, to merge with a business of a different form, such as a limited liability company, is relatively recent, but reasonable and beneficial. A logical extension of this legislation is to permit a single business entity to convert its organizational form without involving a second entity. Recognition of these cross-entity transactions flows naturally from the expansion of organizational options in recent years, particularly the introduction of limited liability companies and limited liability partnerships. Conversion and merger of disparate entities are already available in a few states, with varying degrees of liberality, and are likely to become increasingly common. Both the Revised Uniform Partnership Act and the Model Business Corporation Act support the key principles behind conversion and merger. This Article examines the policies, principles, and drafting issues of cross-entity conversion and merger legislation. It focuses on Oregon's comprehensive statutory scheme and urges other states to emulate that approach.

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