Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (Research Handbooks in Corporate Law and Governance series) (Elgar Original reference)

Business Organizations Research Handbooks in Corporate Law and Governance series Edited by Robert W. Hillman, FBP Distinguished Professor of Law, University of California, Davis School of Law, USA; Mark J. Loewenstein, Monfort Professor of Commercial Law, University of Colorado Law School, USA. Robert W. Hillman and Mark J. Loewenstein - 9781783474394 Downloaded from Elgar Online 2017 via University College London Presenting alternatives to the corporate form of organization, the Handbook explores partnerships, LLCs, business trusts and other alternatives. Specially commissioned chapters by leading scholars in the field examine issues such as: fiduciary duties, agency principles, contractual freedom, tax treatment, the special circumstances of law firms, and dissolution. While much of the emphasis is on US law, a number of chapters include treatments of Japan, the UK, Russia, China, Taiwan, India and Brazil. While the partnership has been a viable alternative to incorporation for centuries, the much more recent limited liability company (LLC) has increasingly become the business organization of choice for new firms in the United States. This Handbook includes extensive discussion of alternatives to incorporation, including several chapters devoted to alternative entities in foreign jurisdictions. Distinguished contributors include academics, practitioners, and prominent jurists. This Handbook explores partnerships, LLCs, business trusts and related topics. Specially commissioned chapters by leading scholars in the field examine issues such as fiduciary duties, agency principles, contractual freedom, tax treatment, the special circumstances of law firms, and dissolution. While much of the emphasis is on US law, a number of chapters also include treatments of Japan, the UK, Russia, China, Taiwan, India and Brazil. This Handbook s expert analysis makes it a valuable resource for both scholars and practitioners of business law, as well as law students. "Professors Hillman and Loewenstein have assembled in one volume insightful contributions on a range of important legal topics within the law of non-corporate forms of doing business. Contributors to the work are the Who s Who within the fields of partnership, LLC and alternative business forms who collectively provide multi-disciplinary perspectives on a wide range of topics such as the limits of private ordering, the implied covenant of good faith and fair dealing as a governor on overreaching, tensions alternative business forms place on traditional agency law, the growing use of LLCs for cross border tax planning, and trends in disassociation and dissolution. There are also seven chapters devoted to important developments for non-corporate organizations in the UK, Japan, China, Russia, India, Taiwan and Brazil. This book should be on every business organization practitioner or academic's bookshelf." - James D. Cox, Duke University, US Elgar Research Handbooks are original reference works designed to provide a broad overview of research in a given field while at the same time creating a forum for more challenging, critical examination of complex and often under-explored issues within that field. Chapters by international teams of contributors are specially commissioned by editors who carefully balance breadth and depth. Often widely cited, individual chapters present expert scholarly analysis and offer a vital reference point for advanced research. Taken as a whole they achieve a wide-ranging picture of the state-of-the-art. Professors Hillman and Loewenstein have assembled in one volume insightful contributions on a range of important legal topics within the law of non-corporate forms of doing business. Contributors to the work are the Who s Who within the fields of partnership, LLC and alternative business forms who collectively provide multi-disciplinary perspectives on a wide range of topics such as the limits of private ordering, the implied covenant of good faith and fair dealing as a governor on overreaching, tensions alternative business forms place on traditional agency law, the growing use of LLCs for cross border tax planning, and trends in disassociation and dissolution. There are also seven chapters devoted to important developments for non-corporate organizations in the UK, Japan, China, Russia, India, Taiwan and Brazil. This book should be on every business organization practitioner or academic's bookshelf.'- James D. Cox, Duke University, USWhile the partnership has been a viable alternative to incorporation for centuries, the much more recent limited liability company (LLC) has increasingly become the business organization of choice for new firms in the United States. This Handbook includes extensive discussion of alternatives to incorporation, including several chapters devoted to alternative entities in foreign jurisdictions. Distinguished contributors include academics, practitioners, and prominent jurists.This Handbook explores partnerships, LLCs, business trusts and related topics. Specially commissioned chapters by leading scholars in the field examine issues such as fiduciary duties, agency principles, contractual freedom, tax treatment, the special circumstances of law firms, and dissolution. While much of the emphasis is on US law, a number of chapters also include treatments of Japan, the UK, Russia, China, Taiwan, India and Brazil.This Handbook s expert analysis makes it a valuable resource for both scholars and practitioners of business law, as well as law students.Contributors: A. Afsharipour, R. Axberg, E. Berry, B.T. Borden, D.M. Branson, C.V.'Cass'Brewer, J.W. Callison, A.A.S. de Camargo, D.A. DeMott, A.G. Donn, F.A. Gevurtz, N. Grossman, M.M. Harner, J.M. Heminway, N.C. Howson, J. Ivey-Crickenberger, R.R. Keatinge, J.T. Laster, A. Jen-Guang Lin, M.J. Loewenstein, M. Manesh, A. Martin Rhodes, B. Means, J.H. Murray, P.B. Oh, V. Orlov, T.E. Rutledge, Z. Shishido, L.E. Strine, D.J. Weidner Cover Copyright Contents Contributors Introduction PART 1 CONTRACTUAL FREEDOM 1. The siren song of unlimited contractual freedom 2. Freedom of contract for alternative entities in Delaware: myth or reality? 3. Contractual freedom and family business PART 2 INTERNAL RELATIONSHIPS 4. Alternative entities in Delaware—re-introduction of fiduciary concepts by the backdoor? 5. Achaian and interest transfers among existing partners and members 6. Agency in the alternatives: common-law perspectives on binding the firm PART 3 RELATIONSHIPS WITH THIRD PARTIES 7. Is the liability of limited liability entities really limited? 8. Mitigating the impact of a counterparty LLC’s financial distress 9. Attacking asset protection LLCs PART 4 TAX AND ACCOUNTING 10. Tax aspects of partnerships, LLCs, and alternative forms of business organizations 11. Capital accounts in LLCs and in partnerships PART 5 DISSOLUTION AND FUNDAMENTAL CHANGES 12. Fundamental changes in the LLC: a study in path-divergence and convergence 13. Care and loyalty after the dissociation from or dissolution of an unincorporated entity PART 6 SPECIALIZED ENTITIES 14. Nonprofit and charitable uses of LLCs 15. State laboratories and social enterprise law 16. Business trusts 17. The law firm as an industry model for entity choice and management PART 7 JUDICIAL AND LEGISLATIVE RESPONSES 18. Harmonization, rationalization, and uniformity 19. Casual convergence in unincorporated entity law 20. Dictum in alternative entity jurisprudence and the expansion of judicial power in Delaware PART 8 INTERNATIONAL PERSPECTIVES ON ALTERNATIVE FORMS 21. Partnership options in the UK: good things come in threes 22. Legislative policy of alternative forms of business organization: the case of Japanese LLCs 23. Return of the prodigal form? Partnerships and partnership law in the People’s Republic of China 24. Alternatives to capital-oriented corporations under Russian law 25. The advent of the LLP in India 26. The evolution of non-corporate forms of businessin Taiwan—introducing the LLP as an alternative business form 27. Brazilian alternatives to the corporate form of organization Index "While the partnership has been a viable alternative to incorporation for centuries, the much more recent limited liability company (LLC) has increasingly become the business organization of choice for new firms in the United States. This Handbook includes extensive discussion of alternatives to incorporation, including several chapters devoted to alternative entities in foreign jurisdictions. Distinguished contributors include academics, practitioners, and prominent jurists. This Handbook explores partnerships, LLCs, business trusts and related topics. Specially-commissioned chapters by leading scholars in the field examine issues such as fiduciary duties, agency principles, contractual freedom, tax treatment, the special circumstances of law firms, and dissolution. While much of the emphasis is on US law, a number of chapters also include treatments of Japan, the UK, Russia, China, Taiwan, India and Brazil. This Handbook's expert analysis makes it a valuable resource for both scholars and practitioners of business law, as well as law students."--Résumé de l'éditeur