The Rise of the Uncorporation

ISBN: 9780195377095 出版年：2009 页码：294 Ribstein, Larry E Oxford University Press

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