Overview

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, USWhile 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. 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

Full Product Details

Author:   Robert W. Hillman ,  Mark J. Loewenstein
Publisher:   Edward Elgar Publishing Ltd
Imprint:   Edward Elgar Publishing Ltd
Dimensions:   Width: 16.90cm , Height: 3.30cm , Length: 24.40cm
Weight:   0.998kg
ISBN:  

9781783474394

ISBN 10:   1783474394
Pages:   520
Publication Date:   28 August 2015
Audience:   College/higher education ,  Postgraduate, Research & Scholarly
Format:   Hardback
Publisher's Status:   Active
Availability:   To order  
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Table of 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 Andre Antunes Soares de Camargo Index

Reviews

'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 LLC's 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 U.K., Japan, China, India, Taiwan and Brazil. This book should be on every business organization practitioner or academic's bookshelf.'- James D. Cox, Duke University, US

'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

Author Information

Edited by Robert W. Hillman, Distinguished FBP Professor of Law, University of California, Davis and Mark J. Loewenstein, Monfort Professor of Law, University of Colorado, Boulder,Law School, US

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