The purpose of this essay is to analyze the question of whether there is, or should be, a single theory for interpreting and understanding the limited liability company (LLC). Should is the epitome of a normative question and could quickly devolve into an ideological morass without hope of resolution. Fortuitously, the recent thirtieth anniversary of Richard Dawkins’s The Selfish Gene suggests an analytical perspective on the question that may offer observational insight beyond ideological argument.
The perspective suggested by Dawkins’s landmark book is at two levels: (1) the entity level and (2) the law codification level. It is an evolutionary view that the LLC “seeks” success by the proliferation (reproduction and use) of the LLC form by individual firms—that is, from the perspective of the LLC as an artificial organism. This metaphoric perspective is certainly fanciful but is illuminating. First, the change in perspective is consistent with Dawkins’s hope for The Selfish Gene. . . .