The Governance of Close Corporations and Partnerships: US and European Perspectives

Hardcover | October 22, 2004

EditorJoseph A. McCahery, Theo Raaijmakers, Erik P. M. Vermeulen

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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 theevolution 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 forcesare 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 theUS, 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 LLCand 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 leadersand experts, however, have drafted recently a business organization statute appropriate for SMEs engaged in cross-border business.

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From the Publisher

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 theevolution of partnership-type business forms...

Joseph A. McCahery is Professor of International Business Law at Tilburg University and Research Fellow at the Tilburg Center for Law and Economics Theo Raaijmakers is Professor of Corporate Law at Tilburg University Dr. Erik P.M. Vermeulen is at the Center for Company Law, Tilburg University

other books by Joseph A. McCahery

Format:HardcoverDimensions:488 pages, 9.21 × 6.14 × 1.15 inPublished:October 22, 2004Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:019926435X

ISBN - 13:9780199264353

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Table of Contents

I. INTRODUCTIONJoseph A. McCahery: COMPARATIVE PERSPECTIVES ON THE EVOLUTION OF THE UNINCORPORATED FIRMII. THEORY: PARTNERSHIP AND CLOSE CORPORATION LAWHenry Hansmann and Reinier Kraakman: THE ESSENTIAL ROLE OF ORGANIZATIONAL LAWJohn Armour and Michael J. Whincop: AN ECONOMIC ANALYSIS OF SHARED PROPERTY IN PARTNERSHIP AND CLOSE CORPORATIONS LAWEdward B. Rock and Michael L. Wachter: MATCH-SPECIFIC ASSETS AND MINORITY OPPRESSION IN THE CLOSE CORPORATIONClaire Moore Dickerson: BRACKETED FLEXIBILITY: STANDARDS OF PERFORMANCE LEVEL THE PLAYING FIELDIII. EVOLUTION OF PARTNERSHIP AND CLOSE CORPORATION LAWLarry E. Ribstein: THE EVOLVING PARTNERSHIPWilliam J. Callison: FEDERAL TAX LAW AND THE LIMITED LIABILITY MOVEMENTJoseph A. McCahery and Erik P.M. Vermeulen: THE EVOLUTION OF CLOSELY HELD BUSINESS FORMS IN EUROPEDeborah H. DeMott: TRANSATLANTIC PERSPECTIVES ON PARTNERSHIP LAW: RISK AND STABILITYIV. LEGISLATIVE REFORM INITIATIVES: THE UNITED KINGDOM, THE UNITED STATES, AND THE EUROPEAN UNIONJudith Freedman: LIMITED LIABILITY PARTNERSHIPS IN THE UK: DO THEY HAVE A ROLE FOR SMALL BUSINESSGeoffrey Morse: PARTNERSHIP LAW REFORM IN THE UKAllan Walker Vestal: THE FAILED UNITED STATES EXPERIMENT IN UNINCORPORATED BUSINESS ENTITY REFORMDonald J. Weidner: PITFALLS IN PARTNERSHIP LAW REFORM: THE UNITED STATES EXPERIENCERobert Drury: THE EUROPEAN PRIVATE COMPANYTheo Raaijmakers: REFORMS IN DUTCH PARTNERSHIP LAWPeter Essers and Gerard Meussen: THE TAXATION OF HYBRID ENTITIES IN EUROPE

Editorial Reviews

`No where else can one find assembled in a single publication as lucid an examination by the leading U.S. and European commentators of the significant policy and legal issues related to non-corporate enterprises that are now being debated in Europe and the United States.'James Cox, Brainerd Currier Professor of Law, Duke University School of Law