Limited Liability

Stephen M. Bainbridge, William D. Warren Distinguished Professor of Law, University of California, Los Angeles and M. Todd Henderson, Michael J. Marks Professor of Law, University of Chicago, US

• Contents: 1. Introduction 2. History of Limited Liability 3. Why does the Law Limit Corporate Shareholders’ Liability? 4. Veil Piercing Standards 5. What Law Applies? 6. Veil Piercing in Statutory Contexts 7. Related Doctrines 8. Veil Piercing in Unincorporated Entities 9. Limited Liability in Comparative Perspective 10. Rethinking Veil Piercing 11. Conclusion Index

'This book does a wonderful job of bringing sharp and clear analysis to a breathtakingly complex and poorly understood area of law. In particular, the book is distinctive for its careful treatment of the inefficiencies generated by current confusion and apparent subjectivity of the law in many states. Also of interest is the book's thoughtful economic analysis of the various ways that parent companies and other controlling investors react to the confused state of the law.'--Jonathan Macey, Yale University'Professors Bainbridge and Henderson have made an outstanding contribution to the literature on limited liability. There is something valuable for everyone in this book, which provides not only a clear and comprehensive exposition of the doctrine and theory of limited liability, but also with a cogent and clever solution to limited liability's deeply troubled exception, veil-piercing. This is an important book in one of the most important areas of business law, and is a tremendous, versatile resource for attorneys, entrepreneurs, students and scholars alike.'--Peter Oh, University of Pittsburgh'This new text represents scholarship in its finest form. Professors Bainbridge and Henderson provide, in succinct form, a masterly coverage of the central corporate law concept of limited liability. . . This is a ''must have'' component for the personal library of any serious scholar of corporate law in the developed world. Students at all levels will benefit from the insights on offer. It could be read with interest by a range of policymakers. I would recommend it without any qualification.'--International Company and Commercial Law Review