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

Portada
Joseph McCahery, Theo Raaijmakers, Erik M. Vermeulen
Oxford University Press, 2004 - 458 páginas
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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Contenido

The Essential Role of Organizational Law
23
UPA S 382cII 284 285
27
Michalski 142 A 2d 645 N J Super Ct App Div 1958
42
UPA S 40h
43
Republic Natl Bank v Fitzgerald In re E A Fretz Co 565 F 2d 366
48
Announcement 834 10 Jan 1983 249
57
Corporations Law
73
In re Merchant Traders Ship Land and Insurance Association 1852
83
Fed Reg 1489 7 Jan 1977
244
Rev Proc 8315 1983 163
249
IRC S 1365a
251
LEGISLATIVE REFORM INITIATIVES IN
273
Partnership Act 1890 S 5 UK 85
277
UPA S 312
280
Partnership Act 1890 SS 325 UK
287
Standard Chartered Bank v Pakistan National Shipping Corp No
313

Insolvency Act 1986 S 107 UK
84
U S C S 548 1994
86
MatchSpecific Assets and Minority
93
Ala Code S 108A103 Supp 1999 354
101
Warren 784 S W 2d 247 Mo App 1989 174
102
Springside Nursing Home Inc 353 N E 2d 657
122
RMBCA S 16 01
128
Standards of Performance Level the Playing
133
EVOLUTION OF PARTNERSHIPS AND CLOSELY
151
CES 3632002 of 2132002 383
153
RULPA S 1011 352
171
Prop Reg 301 77012a24 248
175
ULLCA S 401 221
177
Del Code Ann tit 8 281a4 101
181
Agip Africa Ltd v Jackson 1991 Ch 547 343
186
The Evolution of Closely Held Business Forms in Europe
191
Case C21297 Centros Ltd v Erhvervs og Selskabsstyrelsen 1999 E C
194
Miah 1998 1 W L R 477 2000 1 W L R 2123 338
214
Federalism Regulatory Competition and the Limited Liability
241
Limited Liability Partnerships and Partnership Law Reform in
317
Bass Brewers Ltd v Appleby 1997 2 B C L C 700 344
320
Elphick 1910 1 K B 846 Eng C A 1910 84 280
322
Caparo plc v Dickman 1990 2 A C 605
327
Official Receiver v Vass 1999 B C C 516
329
Twinsectra Ltd v Yardley 2002 2 All E R 377
337
Dubai Aluminium Company Ltd v Salaam 2001 QB 113 C A
343
The Failed US Experiment
347
Revised Model Business Corporation Act RMBCA 1977 See RMBCA
351
Delaware General Corporation Law 12217 162
352
RUPA S 306 168 220 263 264 367
367
THE EUROPEAN PRIVATE COMPANY
373
Salomon 1897 A C 22
376
The Reform Agenda for Partnerships and Closely Held Companies
399
Taxation of PartnershipsHybrid Entities
415
OECD Art 23B in combination with Art 10 OECD Model Treaty
422
Index
457
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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.

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