The Rise of the Uncorporation

"There is much more to commend this book for anyone interested in the latest word on the most recent developments in alternative entities, both theoretical and practical." -Francis G.X. Pileggi, Delaware Corporate and Commercial Litigation Blog"A very important contribution." -Stephen M. Bainbridge, William D. Warren Professort of Law, UCLA School of Law"terrific...manages to meld together law, history of business and legal forms in business, law and economics, and sociology into an exceptionally readable short book...fascinating."-Kenneth Anderson, The Volokh Conspiracy blog"A gracefully written essay on business law! It manages to meld together law, history of business and legal forms in business, law and economics, and sociology into an exceptionally readable short book. The discussion of the rise of the LLC is fascinating -- I thought I knew all about it, as someone who teaches private equity and business associations, but boy, was I wrong." - Kenneth Anderson, VolokhConspiracy.com"This book is likely to set the framework for the analysis and development of the law governing these entities. I heartily recommend it to anyone looking to understand the boom in these alternative corporate entities and its implications for corporate law."-Steven M. Davidoff, The New York TimesRise of the Uncorporation was voted one of the Top Ten Books in Corporate Governance by Truth on the Market."Everything you wanted to know about the emerging dominance of alternative entities from a scholar who has been writing about these issues since the LLC and LLP entity forms first emerged." --J.W. Verret, Truth on the Market"Fascinating." --Michigan Law Review

• THE RISE OF THE UNCORPORATION ; CHAPTER 1: INTRODUCTION ; WHY STUDY UNCORPORATIONS? ; UNCORPORATIONS IN THE ECONOMY ; DO BUSINESS ASSOCIATIONS MATTER? ; THEORIES OF THE UNCORPORATION ; COMPETITION AND BUSINESS FORMS ; THE US AND AROUND THE WORLD ; THE PLOT OF THE BOOK ; CHAPTER 2: THEORETICAL CONSIDERATIONS ; WHY FIRMS? ; GOVERNING FIRMS ; WHY BUSINESS ASSOCIATIONS? ; WHY BUSINESS ASSOCIATION LAW ; WHY DIFFERENT BUSINESS ASSOCIATIONS? ; THE ARCHITECTURE OF BUSINESS ASSOCIATION STATUTES ; THE EVOLUTION OF BUSINESS ASSOCIATIONS ; THE CORPORATION AND UNCORPORATION ; CHAPTER 3: PARTNERSHIP ; EARLY HISTORY ; THE NATURE OF PARTNERSHIP OF PARTNERSHIP: ENTITY OR AGGREGATE? ; VICARIOUS LIABILITY ; OWNERS' FINANCIAL RIGHTS ; MANAGEMENT ; FIDUCIARY DUTIES AND REMEDIES ; TRANSFERRING RIGHTS ; EXIT ; FORMATION ; LIMITED PARTNERSHIPS ; JOINT STOCK COMPANIES AND LIMITED PARTNERSHIP ASSOCIATIONS ; CHAPTER 4: THE RISE OF THE CORPORATION ; CORPORATE FEATURES AND LARGE FIRMS ; COULD PARTNERSHIPS HAVE ADOPTED CORPORATE FEATURES? ; LIMITED LIABILITY WITHOUT INCORPORATION ; THE CORPORATION AND THE REGULATION OF GOVERNANCE ; INTERNATIONAL COMPARISONS ; CHAPTER 5: THE PROBLEMS OF THE CLOSE CORPORATION ; LIMITED LIABILITY AND THE CLOSELY HELD FIRM ; LOCK-IN ; OTHER CORPORATE RULES ; THE CORPORATE TAX: THE PRICE OF LIMITED LIABILITY ; OTHER ROADBLOCKS TO PARTNERSHIPS WITH LIMITED LIABILITY ; THE CLOSE CORPORATION AS EVOLUTIONARY DEAD END ; DENIAL ; JUDICIAL ACCEPTANCE ; TAX ACCOMMODATION OF THE CLOSELY HELD CORPORATION ; FULL STATUTORY AUTHORIZATION OF CLOSE CORPORATIONS ; FAILURE ; CHAPTER 6: THE EVOLUTION OF THE MODERN UNCORPORATION ; THE LLC REVOLUTION ; THE UNCORPORATION DEVELOPS ; THE IMPORTANCE OF NON-ORGANIZATION LAW ; THE REST OF THE UNCORPORATION MENAGERIE ; THE EVOLVING LLC ; EUROPEAN DEVELOPMENTS ; CHAPTER 7: THE MODERN UNCORPORATION ; MEMBER SHIELDING: LIMITED LIABILITY ; MANAGEMENT ; MEMBERS' FINANCIAL RIGHTS ; FIDUCIARY DUTIES: GENERAL PRINCIPLES ; FIDUCIARY DUTIES IN SPECIFIC BUSINESS ASSOCIATIONS ; DISSOCIATION AND DISSOLUTION ; TRANSFERRING INTERESTS ; TAXES, REGULATION AND BUSINESS ASSOCIATION DESIGN ; CHAPTER 8: UNCORPORATING THE LARGE FIRM ; THE TROUBLES WITH CORPORATE GOVERNANCE ; INCENTIVES AND DISCIPLINE IN THE LARGE UNCORPORATION ; UNCORPORATE UNGOVERNANCE ; EXAMPLES OF UNCORPORATE GOVERNANCE OF LARGE FIRMS ; WHY UNCORPORATE NOW? ; THE FUTURE OF THE LARGE UNCORPORATION ; CHAPTER 9: NEW DIRECTIONS ; CONVERGENCE OR DIVERGENCE OF BUSINESS FORMS ; THE LONG-TERM FUTURE OF THE UNCORPORATION ; THE UNCORPORATION AND MANDATORY RULES ; TOWARD THE DISAPPEARANCE OF THE CLOSE CORPORATION? ; THE FUTURE OF THE BUSINESS ASSOCIATION ; WHY THE UNCORPORATION MATTERS