Full Description
The Rise of the Uncorporation covers the history, law, and finance of unincorporated firms. These "uncorporations" including general and limited partnerships and limited liability companies, are now the dominant business form of non-publicly-traded firms. Through private equity and publicly traded partnerships, uncorporations have emerged as a significant force in the governance of a wide range of the biggest firms. This is the first general theoretical and practical overview of alternatives to incorporation, including ancillary concepts connected with the evolution of these firms, and analysis of likely future trends in business organization. The Rise of the Uncorporation provides a clear and easily understandable theoretical and practical background to this important subject.
Contents
THE RISE OF THE UNCORPORATION ; CHAPTER 1: INTRODUCTION ; WHY STUDY UNCORPORATIONS? ; UNCORPORATIONS IN THE ECONOMY ; DO BUSINESS ASSOCIATIONS MATTER? ; THEORIES OF THE UNCORPORATION ; COMPETITION AND BUSINESS FORMS ; THE US AND AROUND THE WORLD ; THE PLOT OF THE BOOK ; CHAPTER 2: THEORETICAL CONSIDERATIONS ; WHY FIRMS? ; GOVERNING FIRMS ; WHY BUSINESS ASSOCIATIONS? ; WHY BUSINESS ASSOCIATION LAW ; WHY DIFFERENT BUSINESS ASSOCIATIONS? ; THE ARCHITECTURE OF BUSINESS ASSOCIATION STATUTES ; THE EVOLUTION OF BUSINESS ASSOCIATIONS ; THE CORPORATION AND UNCORPORATION ; CHAPTER 3: PARTNERSHIP ; EARLY HISTORY ; THE NATURE OF PARTNERSHIP OF PARTNERSHIP: ENTITY OR AGGREGATE? ; VICARIOUS LIABILITY ; OWNERS' FINANCIAL RIGHTS ; MANAGEMENT ; FIDUCIARY DUTIES AND REMEDIES ; TRANSFERRING RIGHTS ; EXIT ; FORMATION ; LIMITED PARTNERSHIPS ; JOINT STOCK COMPANIES AND LIMITED PARTNERSHIP ASSOCIATIONS ; CHAPTER 4: THE RISE OF THE CORPORATION ; CORPORATE FEATURES AND LARGE FIRMS ; COULD PARTNERSHIPS HAVE ADOPTED CORPORATE FEATURES? ; LIMITED LIABILITY WITHOUT INCORPORATION ; THE CORPORATION AND THE REGULATION OF GOVERNANCE ; INTERNATIONAL COMPARISONS ; CHAPTER 5: THE PROBLEMS OF THE CLOSE CORPORATION ; LIMITED LIABILITY AND THE CLOSELY HELD FIRM ; LOCK-IN ; OTHER CORPORATE RULES ; THE CORPORATE TAX: THE PRICE OF LIMITED LIABILITY ; OTHER ROADBLOCKS TO PARTNERSHIPS WITH LIMITED LIABILITY ; THE CLOSE CORPORATION AS EVOLUTIONARY DEAD END ; DENIAL ; JUDICIAL ACCEPTANCE ; TAX ACCOMMODATION OF THE CLOSELY HELD CORPORATION ; FULL STATUTORY AUTHORIZATION OF CLOSE CORPORATIONS ; FAILURE ; CHAPTER 6: THE EVOLUTION OF THE MODERN UNCORPORATION ; THE LLC REVOLUTION ; THE UNCORPORATION DEVELOPS ; THE IMPORTANCE OF NON-ORGANIZATION LAW ; THE REST OF THE UNCORPORATION MENAGERIE ; THE EVOLVING LLC ; EUROPEAN DEVELOPMENTS ; CHAPTER 7: THE MODERN UNCORPORATION ; MEMBER SHIELDING: LIMITED LIABILITY ; MANAGEMENT ; MEMBERS' FINANCIAL RIGHTS ; FIDUCIARY DUTIES: GENERAL PRINCIPLES ; FIDUCIARY DUTIES IN SPECIFIC BUSINESS ASSOCIATIONS ; DISSOCIATION AND DISSOLUTION ; TRANSFERRING INTERESTS ; TAXES, REGULATION AND BUSINESS ASSOCIATION DESIGN ; CHAPTER 8: UNCORPORATING THE LARGE FIRM ; THE TROUBLES WITH CORPORATE GOVERNANCE ; INCENTIVES AND DISCIPLINE IN THE LARGE UNCORPORATION ; UNCORPORATE UNGOVERNANCE ; EXAMPLES OF UNCORPORATE GOVERNANCE OF LARGE FIRMS ; WHY UNCORPORATE NOW? ; THE FUTURE OF THE LARGE UNCORPORATION ; CHAPTER 9: NEW DIRECTIONS ; CONVERGENCE OR DIVERGENCE OF BUSINESS FORMS ; THE LONG-TERM FUTURE OF THE UNCORPORATION ; THE UNCORPORATION AND MANDATORY RULES ; TOWARD THE DISAPPEARANCE OF THE CLOSE CORPORATION? ; THE FUTURE OF THE BUSINESS ASSOCIATION ; WHY THE UNCORPORATION MATTERS
