Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations

Edited by Robert W. Hillman, Distinguished FBP Professor of Law, University of California, Davis and Mark J. Loewenstein, Monfort Professor of Law, University of Colorado, Boulder,Law School, US

• Contents:IntroductionPART 1 CONTRACTUAL FREEDOM1. The Siren Song of Unlimited Contractual FreedomLeo E. Strine Jr. and J. Travis Laster2. Freedom of Contract for Alternative Entities in Delaware: Myth or Reality?Mark J. Loewenstein3. Contractual Freedom and Family BusinessBenjamin MeansPART 2 INTERNAL RELATIONSHIPS4. Alternative Entities in Delaware—Re-introduction of Fiduciary Concepts by the Backdoor?Douglas M. Branson5. Achaian and Interest Transfers among Existing Partners and MembersJ. William Callison6. Agency in the Alternatives: Common-law Perspectives on Binding the FirmDeborah A. DeMottPART 3 RELATIONSHIPS WITH THIRD PARTIES7. Is the Liability of Limited Liability Entities Really Limited?Allan G. Donn8. Mitigating the Impact of a Counterparty LLC’s Financial DistressJennifer Ivey-Crickenberger and Michelle M. Harner9. Attacking Asset Protection LLCsFranklin A. GevurtzPART 4 TAX AND ACCOUNTING10. Tax Aspects of Partnerships, LLCs, and Alternative Forms of Business OrganizationsBradley T. Borden11. Capital Accounts in LLCs and in PartnershipsDonald J. WeidnerPART 5 DISSOLUTION AND FUNDAMENTAL CHANGES12. Fundamental Changes in the LLC: A Study in Path-divergence and ConvergenceJoan MacLeod Heminway13. Care and Loyalty after the Dissociation from or Dissolution of an Unincorporated EntityThomas E. RutledgePART 6 SPECIALIZED ENTITIES14. Nonprofit and Charitable uses of LLCsCassady V. “Cass” Brewer15. State Laboratories and Social Enterprise LawJ. Haskell Murray16. Business TrustsPeter B. Oh17. The law Firm as an Industry Model for Entity Choice and Management Allison Martin Rhodes and Robyn AxbergPART 7 JUDICIAL AND LEGISLATIVE RESPONSES18. Harmonization, Rationalization, and UniformityRobert R. Keatinge19. Casual Convergence in Unincorporated Entity LawNadelle Grossman20. Dictum in Alternative Entity Jurisprudence and the Expansion of Judicial Power in DelawareMohsen ManeshPART 8 INTERNATIONAL PERSPECTIVES ON ALTERNATIVE FORMS21. Partnership Options in the UK: Good Things Come in ThreesElspeth Berry22. Legislative Policy of Alternative Forms of Business Organization: The Case of Japanese LLCsZenichi Shishido23. Return of the Prodigal Form? Partnerships and Partnership Law in the People’s Republic of ChinaNicholas Calcina Howson24. Alternatives to Capital-oriented Corporations under Russian lawVladimir Orlov25. The Advent of the LLP in IndiaAfra Afsharipour26. The Evolution of Non-corporate Forms of Business in Taiwan—Introducing the LLP as an Alternative Business FormAndrew Jen-Guang Lin27. Brazilian Alternatives to the Corporate Form of OrganizationAndré Antunes Soares de CamargoIndex

‘Professors Hillman and Loewenstein have assembled in one volume insightful contributions on a range of important legal topics within the law of non-corporate forms of doing business. Contributors to the work are the Who’s Who within the fields of partnership, LLC and alternative business forms who collectively provide multi-disciplinary perspectives on a wide range of topics such as the limits of private ordering, the implied covenant of good faith and fair dealing as a governor on overreaching, tensions alternative business forms place on traditional agency law, the growing use of LLCs for cross border tax planning, and trends in disassociation and dissolution. There are also seven chapters devoted to important developments for non-corporate organizations in the UK, Japan, China, Russia, India, Taiwan and Brazil. This book should be on every business organization practitioner or academic’s bookshelf.’