![The Rise of the Uncorporation - Larry E. Ribstein](https://www.booktopia.com.au/covers/big/9780195377095/6015/the-rise-of-the-uncorporation.jpg)
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Industry Reviews
Acknowledgments | p. xv |
Introduction | p. 1 |
Why Study Uncorporations? | p. 1 |
The Uncorporate Solution to Governance Problems | p. 1 |
The Uncorporation and Contracts | p. 2 |
The Uncorporation Today | p. 2 |
Uncorporations in the Economy | p. 2 |
Do Business Associations Matter? | p. 3 |
Theories of the Uncorporation | p. 4 |
Structure | p. 4 |
Contracts | p. 6 |
Flexibility | p. 7 |
Competition and Business Forms | p. 9 |
The United States and Around the World | p. 9 |
The Plot of the Book | p. 10 |
Theoretical Considerations | p. 15 |
Why Firms? | p. 15 |
Governing Firms | p. 17 |
Specialization of Management and Ownership | p. 18 |
Managers and Agency Costs | p. 18 |
Owners and Opportunism | p. 19 |
Owners vs. Creditors | p. 20 |
Firms and Non-firms | p. 20 |
Governance and Underlying Business Conditions | p. 21 |
Why Business Associations? | p. 21 |
Formation | p. 22 |
Property Ownership | p. 22 |
Firm's Relationships with Creditors | p. 22 |
Management and Control | p. 23 |
Financial Rights | p. 23 |
Transferability | p. 23 |
Fiduciary Duties and Remedies | p. 23 |
Exit | p. 24 |
The Role of Standard Forms | p. 24 |
Why Business Association Law | p. 25 |
Why Different Business Associations? | p. 26 |
The Architecture of Business Association Statutes | p. 28 |
Short All-purpose Statute | p. 29 |
Chinese Menu Approach | p. 29 |
Hub-and-Spokes | p. 30 |
Flexibility | p. 31 |
The Evolution of Business Associations | p. 31 |
Choice and Design of Contracts | p. 31 |
Government Constraints: Regulation and Tax | p. 32 |
Jurisdictional Competition and the Common Law | p. 34 |
Background Factors: Business Environment, Technology, arid Culture | p. 35 |
The Corporation and Incorporation | p. 36 |
History and the Regulation of Governance | p. 36 |
Type of Contracts | p. 37 |
Type of Governance | p. 38 |
Partnership | p. 39 |
Early History | p. 40 |
The Nature of Partnership: Entity or Aggregate? | p. 41 |
Vicarious Liability | p. 43 |
Owners' Financial Rights | p. 44 |
Management | p. 46 |
Fiduciary Duties and Remedies | p. 48 |
Transferring Rights | p. 51 |
Exit | p. S3 |
Formation | p. 55 |
Limited Partnerships | p. 60 |
Joint Stock Companies and Limited Partnership Associations | p. 62 |
The Rise of the Corporation | p. 65 |
Corporate Features and Large Firms | p. 67 |
Centralized Management and Corporate Boards | p. 67 |
Fiduciary Duties and Remedies | p. 68 |
Owner Voting | p. 69 |
Capital Lock-in | p. 71 |
Limited Liability | p. 72 |
Transferable Shares | p. 72 |
Entities and Aggregates | p. 73 |
Could Partnerships Have Adopted Corporate Features? | p. 76 |
Capital-lock-in: In General | p. 76 |
Entity Shielding | p. 77 |
Partnership Break-up | p. 77 |
Centralized Management | p. 78 |
Transferability | p. 79 |
Limited Liability | p. 79 |
Limited Liability without Incorporation | p. 80 |
Non-recourse Contracts | p. 81 |
Unintentional Partnerships | p. 81 |
Undisclosed Principals | p. 81 |
Promoter Liability | p. 82 |
Corporation by Estoppel | p. 83 |
Limited Tort Liability | p. 84 |
Formal Noncorporate Limited Liability Firms | p. 84 |
The Corporation and the Regulation of Governance | p. 85 |
Why Regulate Corporate Governance? | p. 86 |
How Do Lawmakers Regulate Governance? | p. 87 |
International Comparisons | p. 90 |
The United Kingdom | p. 90 |
European and Latin American Developments | p. 93 |
The Problems of the Close Corporation | p. 95 |
Limited Liability and the Closely Held Firm | p. 96 |
Lock-in | p. 97 |
Other Corporate Rules | p. 98 |
The Corporate Tax: The Price of limited Liability | p. 99 |
Other Roadblocks to Partnerships with Limited Liability | p. 101 |
The Close Corporation as Evolutionary Dead End | p. 102 |
Denial | p. 103 |
Judicial Acceptance | p. 104 |
Director Control Agreements | p. 106 |
Shareholder Voting Arrangements | p. 106 |
Share Transfer Restrictions | p. 107 |
Breakdown and Exit | p. 108 |
Tax Accommodation of the Closely Held Corporation | p. 112 |
Full Statutory Authorization of Close Corporations | p. 113 |
Failure | p. 116 |
The Evolution of the Modern Uncorporation | p. 119 |
The LLC Revolution | p. 119 |
The Uncorporation Develops | p. 123 |
The Importance of Non-Organization Law | p. 124 |
The Rest of the Uncorporation Menagerie | p. 125 |
General Partnership | p. 126 |
LLP | p. 127 |
Limited Partnership | p. 128 |
LLLP | p. 130 |
The Evolving LLC | p. 131 |
European Developments | p. 133 |
The Modern Uncorporation | p. 137 |
Member Shielding: Limited Liability | p. 138 |
Corporate Limited liability | p. 139 |
The Evolution of Uncorporate Limited Liability | p. 139 |
General Partnership: Entity Aspects of Unlimited Liability | p. 140 |
Limited Liability Partnership | p. 142 |
Limited Partnership | p. 143 |
Limited Liability Company | p. 143 |
Management | p. 147 |
Corporation: Standardized Hierarchy | p. 149 |
General Partnership: Direct Member Management | p. 150 |
Limited Liability Partnerships | p. 151 |
Limited Partnership: Uncorporate Centralized Management | p. 152 |
Limited Liability Company: Chameleon Approach | p. 153 |
Members' Financial Rights | p. 156 |
Non-economic Members | p. 156 |
One-owner Firms | p. 158 |
No-owner and Nonprofit Firms | p. 160 |
Contributions | p. 161 |
Profits, Losses, and Distributions | p. 163 |
Fiduciary Duties: General Principles | p. 165 |
Fiduciaries vs. Non-fiduciaries | p. 166 |
Due Care | p. 166 |
Misappropriation | p. 167 |
Business Opportunities | p. 167 |
Good Faith | p. 167 |
Opt-out | p. 168 |
Remedy | p. 168 |
Fiduciary Duties in Specific Business Associations | p. 169 |
Corporation | p. 169 |
General Partnership | p. 171 |
Limited Partnership | p. 174 |
Limited Liability Company | p. 177 |
Dissociation and Dissolution | p. 179 |
Transferring Interests | p. r82 |
Taxes, Regulation, and Business Association Design | p. 184 |
Securities Regulation | p. 186 |
Employment Discrimination | p. 189 |
General Thoughts on Tax and Regulation | p. 192 |
Uncorporatinc The Large Firm | p. 193 |
The Troubles with Corporate Governance | p. 195 |
Shareholder Voting | p. 195 |
Board of Directors | p. 199 |
Fiduciary Duties | p. 203 |
Takeovers | p. 205 |
Incentives and Discipline in the Large Uncorporation | p. 207 |
Managerial Compensation | p. 208 |
Distributions | p. 209 |
Buyout and Liquidation | p. 212 |
Supplementary Monitoring Mechanisms | p. 213 |
Uncorporate Ungovemance | p. 214 |
Undirectors | p. 214 |
Undemocracy | p. 215 |
Takeover Proofing | p. 217 |
Fiduciary Unduties | p. 219 |
Examples of Uncorporate Governance of Large Firms | p. 222 |
Private Equity | p. 222 |
Venture Capital | p. 226 |
Activist Hedge Funds | p. 228 |
Publicly Traded Partnerships | p. 231 |
Why Uncorporate Now? | p. 234 |
The Demand for Capital Lock-In | p. 234 |
New Governance Technologies | p. 235 |
Fleeing Sarbanes-Oxley | p. 235 |
Credit Costs and the Role of Debt | p. 236 |
The Future of the Large Uncorporation | p. 237 |
Financial Engineering | p. 238 |
Financial Regulation | p. 240 |
Regulation of Uncorporations | p. 241 |
The Corporate Tax | p. 243 |
The Future of Publicly Held Uncorporations | p. 245 |
The Corporate/Uncorporate Partnership | p. 246 |
New Directions | p. 247 |
Convergence or Divergence of Business Forms | p. 247 |
The Long-Term Future of the Uncorporation | p. 249 |
The Uncorporation and Mandatory Rules | p. 250 |
Toward the Disappearance of tile Close Corporation? | p. 252 |
The Socially Responsible Uncorporation | p. 254 |
Small vs. Large Firms? | p. 255 |
The Future of the Business Association | p. 256 |
Why the Uncorporation Matters | p. 256 |
Table of Cases | p. 259 |
Index | p. 265 |
Table of Contents provided by Ingram. All Rights Reserved. |
ISBN: 9780195377095
ISBN-10: 0195377095
Published: 1st December 2009
Format: Hardcover
Language: English
Number of Pages: 296
Audience: Professional and Scholarly
Publisher: Oxford University Press USA
Country of Publication: GB
Dimensions (cm): 24.1 x 16.2 x 2.0
Weight (kg): 0.55
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