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.
Today, a California resident can incorporate her shipping business in Delaware, register her ships in Panama, hire her employees from Hong Kong, place her earnings in an asset-protection trust formed in the Cayman Islands, and enter into a same-sex marriage in Massachusetts or Canada--all the while enjoying the California sunshine and potentially avoiding many facets of the state's laws. In this book, Erin O'Hara and Larry E. Ribstein explore a new perspective on law, viewing it as a product for which people and firms can shop, regardless of geographic borders. The authors consider the structure and operation of the market this creates, the economic, legal, and political forces influencing it, and the arguments for and against a robust market for law. Through jurisdictional competition, law markets promise to improve our laws and, by establishing certainty, streamline the operation of the legal system. But the law market also limits governments' ability to enforce regulations and protect citizens from harmful activities. Given this tradeoff, O'Hara and Ribstein argue that simple contractual choice-of-law rules can help maximize the benefits of the law market while tempering its social costs. They extend their insights to a wide variety of legal problems, including corporate governance, securities, franchise, trust, property, marriage, living will, surrogacy, and general contract regulations. The Law Market is a wide-ranging and novel analysis for all lawyers, policymakers, legislators, and businesses who need to understand the changing role of law in an increasingly mobile world.
This indispensable edition delivers complete analysis of current partnership law. Master the statutory foundation of partnership law with quick reference charts on LLP formation requirements for all 50 states, authoritative, section-by-section analysis of the latest versions of RUPA and ULPA, tables comparing key provisions, an 11-point checklist for reviewing LLP partnership agreements, and more. By Christine Hurt, Gordon Smith, Alan R. Bromberg (deceased), Larry E. Ribstein (deceased). Fully up-to-date, the 2016 Edition of Bromberg and Ribstein on Limited Liability Partnerships, the Revised Uniform Partnership Act, and the Uniform Limited Partnership Act gives you today's most complete, insightful analysis of how recent statutory and judicial developments are transforming modern partnership law. The new edition of this fast-action guide to RUPA and the Uniform Limited Partnership Act (2001) also provides coverage of the LLP statutes currently in force in all states and the District of Columbia. Expert authors Bromberg and Ribstein help you master the statutory foundation of partnership law. In nine concise chapters, they explain how to: structure LLPs for maximum liability protection resolve choice of law problems and other litigation issues manage the impact of non-partnership laws, including tax treatment of LLPs This convenient guide puts at your fingertips: comparison of business forms, including a time saving decision tree quick reference charts of LLP formation requirements for all 50 states authoritative, section-by-section analysis of the latest versions of RUPA and ULPA full text of RUPA and ULPA, plus selected state LLC statutes tables comparing key provisions of state LLP statutes, including liability shields and foreign LLP provisions a handy 11-point checklist for reviewing LLP partnership agreements a separate chapter on LLLPs - limited liability limited partnerships application of nonpartnership law to limited liability partnerships, including tax, securities, bankruptcy, and more Put this indispensable edition to work in your practice today!
Today, a California resident can incorporate her shipping business in Delaware, register her ships in Panama, hire her employees from Hong Kong, place her earnings in an asset-protection trust formed in the Cayman Islands, and enter into a same-sex marriage in Massachusetts or Canada--all the while enjoying the California sunshine and potentially avoiding many facets of the state's laws. In this book, Erin O'Hara and Larry E. Ribstein explore a new perspective on law, viewing it as a product for which people and firms can shop, regardless of geographic borders. The authors consider the structure and operation of the market this creates, the economic, legal, and political forces influencing it, and the arguments for and against a robust market for law. Through jurisdictional competition, law markets promise to improve our laws and, by establishing certainty, streamline the operation of the legal system. But the law market also limits governments' ability to enforce regulations and protect citizens from harmful activities. Given this tradeoff, O'Hara and Ribstein argue that simple contractual choice-of-law rules can help maximize the benefits of the law market while tempering its social costs. They extend their insights to a wide variety of legal problems, including corporate governance, securities, franchise, trust, property, marriage, living will, surrogacy, and general contract regulations. The Law Market is a wide-ranging and novel analysis for all lawyers, policymakers, legislators, and businesses who need to understand the changing role of law in an increasingly mobile world.
The Corporation and the Constitution is a significant contribution to modern constitutional and corporate scholarship. It offers a coherent theory of applying the Constitution to the corporation, and it forces scholars to appreciate the developments that have taken place totally outside the realm of traditional scholarly discourse on the Constitution.
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 new edition of this fast-action guide to RUPA and all the LLP statutes currently in force in all states and the District of Columbia now provides coverage of the Uniform Limited Partnership Act. Fully up-to-date, Bromberg and Ribstein on Limited Liability Partnerships, the Revised Uniform Partnership Act, and the Uniform Limited Partnership Act (2001), 2003 Edition gives you today's most complete, insightful analysis of how these statutory developments are transforming modern partnership law. Expert authors Bromberg and Ribstein help you master the new basis for partnership law. In nine concise chapters, they explain how to: - structure LLPs for maximum liability protection - resolve choice of law problems and other litigation issues - manage the impact of non-partnership laws. This convenient guide puts at your fingertips: - authoritative, section-by-section analysis of the latest version of RUPA - full text of RUPA with 1996 LLP amendment, plus selected state LLC statutes - chart of all states adopting RUPA- tables comparing key provisions of state LLP statutes - a handy 11-point checklist for reviewing LLP partnership agreements - a separate chapter on LLLPs - full text of ULPA, recently adopted by the National Conference of Commissioners. Put this indispensable edition to work in your practice today!
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