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Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations
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.
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Critical Acclaim
Contributors
Contents
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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.
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.
Critical Acclaim
‘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
– James D. Cox, Duke University, US
Contributors
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
Contents
Contents:
Introduction
PART 1 CONTRACTUAL FREEDOM
1. The Siren Song of Unlimited Contractual Freedom
Leo E. Strine Jr. and J. Travis Laster
2. Freedom of Contract for Alternative Entities in Delaware: Myth or Reality?
Mark J. Loewenstein
3. Contractual Freedom and Family Business
Benjamin Means
PART 2 INTERNAL RELATIONSHIPS
4. Alternative Entities in Delaware—Re-introduction of Fiduciary Concepts by the Backdoor?
Douglas M. Branson
5. Achaian and Interest Transfers among Existing Partners and Members
J. William Callison
6. Agency in the Alternatives: Common-law Perspectives on Binding the Firm
Deborah A. DeMott
PART 3 RELATIONSHIPS WITH THIRD PARTIES
7. Is the Liability of Limited Liability Entities Really Limited?
Allan G. Donn
8. Mitigating the Impact of a Counterparty LLC’s Financial Distress
Jennifer Ivey-Crickenberger and Michelle M. Harner
9. Attacking Asset Protection LLCs
Franklin A. Gevurtz
PART 4 TAX AND ACCOUNTING
10. Tax Aspects of Partnerships, LLCs, and Alternative Forms of Business Organizations
Bradley T. Borden
11. Capital Accounts in LLCs and in Partnerships
Donald J. Weidner
PART 5 DISSOLUTION AND FUNDAMENTAL CHANGES
12. Fundamental Changes in the LLC: A Study in Path-divergence and Convergence
Joan MacLeod Heminway
13. Care and Loyalty after the Dissociation from or Dissolution of an Unincorporated Entity
Thomas E. Rutledge
PART 6 SPECIALIZED ENTITIES
14. Nonprofit and Charitable uses of LLCs
Cassady V. “Cass” Brewer
15. State Laboratories and Social Enterprise Law
J. Haskell Murray
16. Business Trusts
Peter B. Oh
17. The law Firm as an Industry Model for Entity Choice and Management
Allison Martin Rhodes and Robyn Axberg
PART 7 JUDICIAL AND LEGISLATIVE RESPONSES
18. Harmonization, Rationalization, and Uniformity
Robert R. Keatinge
19. Casual Convergence in Unincorporated Entity Law
Nadelle Grossman
20. Dictum in Alternative Entity Jurisprudence and the Expansion of Judicial Power in Delaware
Mohsen Manesh
PART 8 INTERNATIONAL PERSPECTIVES ON ALTERNATIVE FORMS
21. Partnership Options in the UK: Good Things Come in Threes
Elspeth Berry
22. Legislative Policy of Alternative Forms of Business Organization: The Case of Japanese LLCs
Zenichi Shishido
23. Return of the Prodigal Form? Partnerships and Partnership Law in the People’s Republic of China
Nicholas Calcina Howson
24. Alternatives to Capital-oriented Corporations under Russian law
Vladimir Orlov
25. The Advent of the LLP in India
Afra Afsharipour
26. The Evolution of Non-corporate Forms of Business in Taiwan—Introducing the LLP as an Alternative Business Form
Andrew Jen-Guang Lin
27. Brazilian Alternatives to the Corporate Form of Organization
André Antunes Soares de Camargo
Index
Introduction
PART 1 CONTRACTUAL FREEDOM
1. The Siren Song of Unlimited Contractual Freedom
Leo E. Strine Jr. and J. Travis Laster
2. Freedom of Contract for Alternative Entities in Delaware: Myth or Reality?
Mark J. Loewenstein
3. Contractual Freedom and Family Business
Benjamin Means
PART 2 INTERNAL RELATIONSHIPS
4. Alternative Entities in Delaware—Re-introduction of Fiduciary Concepts by the Backdoor?
Douglas M. Branson
5. Achaian and Interest Transfers among Existing Partners and Members
J. William Callison
6. Agency in the Alternatives: Common-law Perspectives on Binding the Firm
Deborah A. DeMott
PART 3 RELATIONSHIPS WITH THIRD PARTIES
7. Is the Liability of Limited Liability Entities Really Limited?
Allan G. Donn
8. Mitigating the Impact of a Counterparty LLC’s Financial Distress
Jennifer Ivey-Crickenberger and Michelle M. Harner
9. Attacking Asset Protection LLCs
Franklin A. Gevurtz
PART 4 TAX AND ACCOUNTING
10. Tax Aspects of Partnerships, LLCs, and Alternative Forms of Business Organizations
Bradley T. Borden
11. Capital Accounts in LLCs and in Partnerships
Donald J. Weidner
PART 5 DISSOLUTION AND FUNDAMENTAL CHANGES
12. Fundamental Changes in the LLC: A Study in Path-divergence and Convergence
Joan MacLeod Heminway
13. Care and Loyalty after the Dissociation from or Dissolution of an Unincorporated Entity
Thomas E. Rutledge
PART 6 SPECIALIZED ENTITIES
14. Nonprofit and Charitable uses of LLCs
Cassady V. “Cass” Brewer
15. State Laboratories and Social Enterprise Law
J. Haskell Murray
16. Business Trusts
Peter B. Oh
17. The law Firm as an Industry Model for Entity Choice and Management
Allison Martin Rhodes and Robyn Axberg
PART 7 JUDICIAL AND LEGISLATIVE RESPONSES
18. Harmonization, Rationalization, and Uniformity
Robert R. Keatinge
19. Casual Convergence in Unincorporated Entity Law
Nadelle Grossman
20. Dictum in Alternative Entity Jurisprudence and the Expansion of Judicial Power in Delaware
Mohsen Manesh
PART 8 INTERNATIONAL PERSPECTIVES ON ALTERNATIVE FORMS
21. Partnership Options in the UK: Good Things Come in Threes
Elspeth Berry
22. Legislative Policy of Alternative Forms of Business Organization: The Case of Japanese LLCs
Zenichi Shishido
23. Return of the Prodigal Form? Partnerships and Partnership Law in the People’s Republic of China
Nicholas Calcina Howson
24. Alternatives to Capital-oriented Corporations under Russian law
Vladimir Orlov
25. The Advent of the LLP in India
Afra Afsharipour
26. The Evolution of Non-corporate Forms of Business in Taiwan—Introducing the LLP as an Alternative Business Form
Andrew Jen-Guang Lin
27. Brazilian Alternatives to the Corporate Form of Organization
André Antunes Soares de Camargo
Index
