Journal of Corporation Law

Articles cover corporate legal topics and development important to businesses, scholars and practicing lawyers.

Articles from Vol. 26, No. 4, Summer

An Economic Analysis of Shared Property in Partnership and Close Corporations Law
I. INTRODUCTION The small firm has engaged the attention of law reformers in the United States for the last decade. Close corporation reform continues in many states, and the revisions to uniform partnership law, resulting in the Revised Uniform Partnership...
Bracketed Flexibility: Standards of Performance Level the Playing Field
I. INTRODUCTION Standards of performance such as good faith and fiduciary duty make bargaining possible. Because standards of performance level the playing field, they enable the more vulnerable party to express its preferences and thus to bargain. The...
Close Corporation Law Reform in Southern Africa
I. INTRODUCTION The important contribution of the small business sector to the national product, employment, and regional development is widely and generally acknowledged in South Africa. Indeed, this sector of the economy has taken an increasingly important...
Comparative Perspectives on the Evolution of the Unincorporated Firm: An Introduction
An expansion of the menu of business forms is essential to the meet the complex needs of modern firms. It has been clear for some time that a single business association form which offers firms a shield of limited liability is unlikely to maximize the...
".Drawing near the Fastness?"-The Failed United States Experiment in Unincorporated Business Entity Reform
"These creatures you have seen are animals carven and wrought into new shapes." -Dr. Moreau1 I. INTRODUCTION: A DECADE OF GREAT CHANGE The 1990s was an interesting decade in business organization law in the United States. At the start of the decade,...
Federalism, Regulatory Competition, and the Limited Liability Movement: The Coyote Howled and the Herd Stampeded
I. INTRODUCTION Choice of business entity decisions historically have involved considering and balancing three factors: (1) the extent to which owners and managers are personally liable to business creditors and tort victims under the applicable commercial...
Limited Liability Partnerships in the United Kingdom-Do They Have a Role for Small Firms?
I. INTRODUCTION The emergence of a new legal form, the limited liability partnership (LLP), in the United Kingdom, in 2001, may be depicted by some as part of a general, evolutionary movement towards new limited liability vehicles, influenced by such...
Pitfalls in Partnership Law Reform: Some United States Experience
I. INTRODUCTION This article addresses major pitfalls in partnership law reform based on the Revised Uniform Partnership Act (RUPA)1 experience. The two major pitfalls are a failure to learn from history and a failure to state clear, concise, and coherent...
Professional Partnerships, Competition, and the Evolution of Firm Culture: The Case of Law Firms
I. INTRODUCTION In the United States, partnerships among professionals have always occupied a rather curious status in the law. Although the for-profit character of the enterprise is an accepted feature of the professional partnership, duties owed to...
Professional Partnerships in the United States
I. WHAT IS A "PROFESSIONAL OCCUPATION"? What is meant by a "professional" occupation in the United States? Undoubtedly the phrase (at least in the United States) brings to mind traditional occupations such as physicians, dentists, lawyers, accountants,...
The Evolution of Closely Held Business Forms in Europe
I. INTRODUCTION This Article grows out of the ongoing debate among European academics on the need to expand the menu of available business organization forms to meet the needs of firms at all levels. Advocates of such reforms claim that company law structures...
The Evolving Partnership
I. INTRODUCTION The partnership form has rapidly evolved in the United States, particularly in recent years, as a result of competition between jurisdictions and among business forms. This provides an important lesson for Europe in the wake of Centros.1...
Transatlantic Perspectives on Partnership Law: Risk and Instability
I. INTRODUCTION General partnership law in the United States, although comparable to English law in many respects, has long differed on a fundamental question: If a partner wishes to terminate membership in a partnership, is the partner bound by a prior...
Search by... Author
Show... All Results Primary Sources Peer-reviewed

Oops!

An unknown error has occurred. Please click the button below to reload the page. If the problem persists, please try again in a little while.