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The Rise of the Uncorporation

The Rise of the Uncorporation

Author: Larry E. Ribstein
Publisher: Oxford University Press USA
ISBN: 9780195377095
Published In: December 2009
Format: Hardback , 296 pages
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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- Expands popular and academic debates that were previously limited to corporations to include alternatives to incorporation
- The first practical overview of üncorporations"
- Provides readable yet comprehensive information suitable for use by students, practicing lawyers, business people and policymakers
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.
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

Larry E. Ribstein, Professor, University of Illinois College of Law
"There is much more to commend this book for anyone interested in the latest word on the most recent developments in alternative entities, both theoretical and practical."
-Francis G.X. Pileggi, Delaware Corporate and Commercial Litigation Blog

"A very important contribution."
-Stephen M. Bainbridge, William D. Warren Professort of Law, UCLA School of Law

"terrific...manages to meld together law, history of business and legal forms in business, law and economics, and sociology into an exceptionally readable short book...fascinating."-Kenneth Anderson, The Volokh Conspiracy blog

"A gracefully written essay on business law! It manages to meld together law, history of business and legal forms in business, law and economics, and sociology into an exceptionally readable short book. The discussion of the rise of the LLC is fascinating -- I thought I knew all about it, as someone who teaches private equity and business associations, but boy, was I wrong."
- Kenneth Anderson, VolokhConspiracy.com

"This book is likely to set the framework for the analysis and development of the law governing these entities. I heartily recommend it to anyone looking to understand the boom in these alternative corporate entities and its implications for corporate law."-Steven M. Davidoff, The New York Times

Rise of the Uncorporation was voted one of the Top Ten Books in Corporate Governance by Truth on the Market.

"Everything you wanted to know about the emerging dominance of alternative entities from a scholar who has been writing about these issues since the LLC and LLP entity forms first emerged."
--J.W. Verret, Truth on the Market

"Fascinating." --Michigan Law Review