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Vol 21 No 10 Oct/Nov 2016

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The Governance of Close Corporations and Partnerships

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Edited by: Joseph McCahery, Theo Raaijmakers, Erik P M Vermeulen

ISBN13: 9780199264353
ISBN: 019926435X
Published: March 2004
Publisher: Oxford University Press
Country of Publication: UK
Format: Hardback
Price: £110.00



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This volume focuses upon the processes by which new business organization forms have developed in the US, UK, and continental Europe. Part I addresses the theoretical developments in partnership and close corporation law. In Part II, the contributors offer insights into the forces shaping the evolution of partnership-type business forms in the US, UK, and several European jurisdictions, and Part III provides detailed analyses of the Limited Liability Company (LLC), Limited Liability Partnership (LLP), the European Private Company, and the Dutch partnership form.;The debate on the design of business organization forms adapted to meet the current needs of a range of closely held firms has gained momentum amid the continuing pressures to supply the most competitive business form for small and medium-sized enterprises (SMEs). Which economic and political forces are responsible for the emergence of new limited liability forms for SMEs? Over the last decade this question has often been addressed, as corporate law scholars, practitioners, and policymakers have increasingly directed their attention towards introducing partnership-type business forms. In the US, states have incentives to take a proactive attitude towards legislative innovations in the field of business organization law, so as to capture and retain closely held firms. In recent years, a rapid succession of statutory innovations of partnership forms (such as the introduction of the LLC and rapid adoption of the LLP) have transformed business organization law.;Similar processes can also be identified in the UK and continental Europe. While the EC has pursued the harmonization of the law of public corporations, there has been no real attempt to adopt a series of similar measures for the benefit of closely held firms. A group of European business leaders and experts, however, have drafted recently a business organization statute appropriate for SMEs engaged in cross-border business.

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Subjects:
Partnership Law
Contents:
I. INTRODUCTION; COMPARATIVE PERSPECTIVES ON THE EVOLUTION OF THE UNINCORPORATED FIRM; II. THEORY: PARTNERSHIP AND CLOSE CORPORATION LAW; THE ESSENTIAL ROLE OF ORGANIZATIONAL LAW; AN ECONOMIC ANALYSIS OF SHARED PROPERTY IN PARTNERSHIP AND CLOSE CORPORATIONS LAW; MATCH-SPECIFIC ASSETS AND MINORITY OPPRESSION IN THE CLOSE CORPORATION; BRACKETED FLEXIBILITY: STANDARDS OF PERFORMANCE LEVEL THE PLAYING FIELD; III. EVOLUTION OF PARTNERSHIP AND CLOSE CORPORATION LAW; THE EVOLVING PARTNERSHIP; FEDERAL TAX LAW AND THE LIMITED LIABILITY MOVEMENT; THE EVOLUTION OF CLOSELY HELD BUSINESS FORMS IN EUROPE; TRANSATLANTIC PERSPECTIVES ON PARTNERSHIP LAW: RISK AND STABILITY; IV. LEGISLATIVE REFORM INITIATIVES: THE UNITED KINGDOM, THE UNITED STATES, AND THE EUROPEAN UNION; LIMITED LIABILITY PARTNERSHIPS IN THE UK: DO THEY HAVE A ROLE FOR SMALL BUSINESS
PARTNERSHIP LAW REFORM IN THE UK; THE FAILED UNITED STATES EXPERIMENT IN UNINCORPORATED BUSINESS ENTITY REFORM; PITFALLS IN PARTNERSHIP LAW REFORM: THE UNITED STATES EXPERIENCE; THE EUROPEAN PRIVATE COMPANY; REFORMS IN DUTCH PARTNERSHIP LAW; THE TAXATION OF HYBRID ENTITIES IN EUROPE