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

Joseph A. McCahery, Theo Raaijmakers, and Erik P. M. Vermeulen

Abstract

This book 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 the evolution 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.

Keywords: new business, partnership, close corporation law, evolution of partnership, European jurisdictions, LLC, LLP, Limited Liability Company, Limited Liability Partnership, European Private Company

Bibliographic Information

Print publication date: 2004 Print ISBN-13: 9780199264353
Published to Oxford Scholarship Online: January 2010 DOI:10.1093/acprof:oso/9780199264353.001.0001

Authors

Affiliations are at time of print publication.

Joseph A. McCahery, Editor
Professor of International Business Law, Tilburg University and Research Fellow, Tilburg Center for Law and Economics

Theo Raaijmakers, Editor
Professor of Corporate Law, Tilburg University

Erik P. M. Vermeulen, Editor
Center for Company Law, Tilburg University

Contents

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Front Matter

Title Pages

Preface

Tables of Cases

Lists of Authorities

List of Contributors

Abbreviations

1 Introduction: Governance in Partnership and Close Corporation Law in Europe and the United States

Part I Theory: Partnership Law And Close Corporations

2 The Essential Role of Organizational Law

3 An Economic Analysis of Shared Property in Partnership and Close Corporations Law

4 Waiting for the Omelet to Set: Match-Specific Assets and Minority Oppression in Close Corporations

5 Bracketed Flexibility: Standards of Performance Level the Playing Field

Part II Evolution Of Partnerships And Closely Held Businesses

6 The Evolving Partnership

7 The Evolution of Closely Held Business Forms in Europe

8 Federalism, Regulatory Competition, and The Limited Liability Movement: The Coyote Howled and the Herd Stampeded

Part III Legislative Reform Initiatives In The United Kingdom And The United States

9 Transatlantic Perspectives on Partnership Law: Risk and Instability

10 Limited Liability Partnerships in the United Kingdom: Do They Have a Role for Small Firms?

11 Limited Liability Partnerships and Partnership Law Reform in the United Kingdom

12 ‘Drawing Near the Fastness?’:The Failed US Experiment in Unincorporated Business Entity Reform

13 Pitfalls in Partnership Law Reform: Some US Experience

Part IV The European Private Company And Partnership Law Reform In The European Union

14 Private Companies in Europe and the European Private Company

15 The Reform Agenda for Partnerships and Closely Held Companies in the Netherlands and the European Union

16 Taxation of Partnerships/Hybrid Entities

End Matter

Appendix 1 The European Private Company Draft Regulation: The Articles

Appendix 2 The European Private Company Draft Regulation: Schedule 1. Standard Form Articles of Association

Index