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.
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 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 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 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!
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.
Unincorporated business associations are a distinct and increasingly important area of modern business law practice. Indeed, many lawyers are more likely to be working with unincorporated business entities than with corporations. This Fifth Edition of Unincorporated Business Entities has been re-organized on a comparative basis (rather than a form-centered basis) since that is how practitioners confront the topic from a business planning and transactional standpoint. One of the benefits of this approach is to remedy a long-standing problem in teaching about LLCs. The law surrounding this relatively new form of organization is still developing rapidly, particularly regarding the fiduciary duties of members and managers. The form-centered approach tended to mean that LLCs, despite now being the predominant form of business organization in the United States, were the last subject covered in the typical semester-long course, and therefore often got short shrift. Despite the re-organization, the Fifth Edition carries on the goals of its predecessors: (1) to provide the basis for a course that teaches the kind of business law the overwhelming majority of lawyers are likely to practice; (2) to teach issues in current legal doctrine and not to be overly concerned with historical and arcane rules; and (3) to teach the law in a business planning context, demonstrating the interaction between default rules and the art of business lawyering. This edition still includes the Problems. Chapter 1 introduces five stories that carry on in realistic problems distributed throughout the overview of the basic forms and the subsequent in-depth comparative review of legal issues of management, financial rights, limited and vicarious liability, transfer of interests, fiduciary obligations, and endgames. The text also includes a "Chameleon Agreement" in the Appendix which provides the basics of a partnership or operating agreement. (It is a chameleon because it refers to the parties as "Memners," i.e., either partners in a partnership or members in a limited liability company.) The Appendix also contains the partnership, limited partnership, and limited liability company statutes you will need for purposes of the book. This book also is available in a three-hole-punched, alternative loose-leaf version printed on 8.5 x 11 inch paper with wider margins and with the same pagination as the hardbound book.
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!
Now, in looseleaf format and updated twice a year, the Second 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. Coverage includes: Limited Liability Partnerships.The interpretation and application of limited liability provisions continue to be important in light of ongoing bankruptcies and litigation which carry the potential for significant liability of law firms and other professional firms, many of which are organized as limited liability partnerships (LLPs). Revised Uniform Partnership Act.The Revised Uniform Partnership Act (R.U.P.A.), adopted by 39 state jurisdictions, the District of Columbia, and the U.S. Virgin Islands, has become the statutory law of partnership and the basis for case law in the field. Uniform Limited Partnership Act (2001).The revised version of the Uniform Limited Partnership Act (U.L.P.A.) has already been adopted by 21 states and the District of Columbia, and is expected to be adopted by many other states as the successor to the 1985 version of the Revised Uniform Limited Partnership Act (R.U.L.P.A.). 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. In nine concise chapters, the esteemed authors 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!
Fully up-to-date, the 2018 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. 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, Larry E. Ribstein. 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!
From the undisputed authorities on partnership law, here's the ONLY one-volume, fast-access reference to LLPs - with expert coverage of statutes in 50 states and D.C., plus text and analysis of RUPA with up-to-date LLP amendments, sample state statutes with comparison tables and a ready-to-adapt model LLP agreement. Now you can use the latest law to structure your partnership to avoid vicarious liability, minimize partner liability for partnership debts, and resolve choice of law problems and other litigation issues. Whether you're planning for your own practice or advising clients on organizing their business, turn to this up-to-the-minute, information-packed guide for comprehensive, insightful analysis of the latest developments in LLP law. You'll get practical, expert advice on such relevant issues as: Strategies for choosing (or changing) business forms - including tax, liability, insurance, financial, and management issues - with a decision tree to help you ask the crucial questions the scope of liability limitations under different state statutes, including partners' liability for obligations after dissolution and determination of when the liability shield becomes effective Choice of law issues in multistate and multinational operations - including long-arm and diversity jurisdiction - with all the latest cases Exploration of employment, bankruptcy and securities law issues affecting LLPs
Fully up-to-date, the 2013 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!
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!
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 (2001). Fully up-to-date, Bromberg and Ribstein on Limited Liability Partnerships, the Revised Uniform Partnership Act, and the Uniform Limited Partnership Act, 2011 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, sections-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!
Fully up-to-date, the 2014 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!
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