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

Book cover image of Governance of Close Corporations and Partnerships: US and European Perspectives by Joseph A. McCahery

Authors: Joseph A. McCahery (Editor), Theo Raaijmakers (Editor), Erik P. M. Vermeulen
ISBN-13: 9780199264353, ISBN-10: 019926435X
Format: Hardcover
Publisher: Oxford University Press, USA
Date Published: December 2003
Edition: (Non-applicable)

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Author Biography: Joseph A. McCahery

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.

Book Synopsis

This book examines the limited liability business forms that have recently emerged, and seeks to identify the forces that have led to the emergence of new business forms for small and medium-sized businesses. Focusing on the US, UK, and continental Europe, the contributors analyse the Limited Liability Company, the Limited Liability Partnership, and the new business forms proposed in Europe.

Table of Contents

Tables of Cases
Lists of Authorities
List of Contributors
Abbreviations
1Introduction: Governance in Partnership and Close Corporation Law in Europe and the United States1
2The Essential Role of Organizational Law23
3An Economic Analysis of Shared Property in Partnership and Close Corporations Law73
4Waiting for the Omelet to Set: Match-Specific Assets and Minority Oppression in Close Corporations93
5Bracketed Flexibility: Standards of Performance Level the Playing Field133
6The Evolving Partnership153
7The Evolution of Closely Held Business Forms in Europe191
8Federalism, Regulatory Competition, and the Limited Liability Movement: The Coyote Howled and the Herd Stampeded241
9Transatlantic Perspectives on Partnership Law: Risk and Instability275
10Limited Liability Partnerships in the United Kingdom: Do They Have a Role for Small Firms?293
11Limited Liability Partnerships and Partnership Law Reform in the United Kingdom317
12'Drawing Near the Fastness?': The Failed US Experiment in Unincorporated Business Entity Reform347
13Pitfalls in Partnership Law Reform: Some US Experience359
14Private Companies in Europe and the European Private Company375
15The Reform Agenda for Partnerships and Closely Held Companies in the Netherlands and the European Union399
16Taxation of Partnerships/Hybrid Entities415
App. 1The European Private Company Draft Regulation: The Articles427
App. 2The European Private Company Draft Regulation: Schedule 1. Standard Form Articles of Association441
Index457

Subjects