The Governance of Close Corporations and Partnerships
US and European Perspectives
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Product details:
- Publisher OUP Oxford
- Date of Publication 11 March 2004
- ISBN 9780199264353
- Binding Hardback
- No. of pages488 pages
- Size 242x162x29 mm
- Weight 816 g
- Language English
- Illustrations 1 map 0
Categories
Short description:
This book examines the limited liability business forms that have recently emerged, and seeks to identify the forces that have led to the emergence of new business forms for small and medium-sized businesses. Focusing on the US, UK, and continental Europe, the contributors analyse the Limited Liability Company, the Limited Liability Partnership, and the new business forms proposed in Europe.
MoreLong description:
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 the evolution 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 forces are 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 the US, 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 LLC and 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 leaders and experts, however, have drafted recently a business organization statute appropriate for SMEs engaged in cross-border business.
...insightful and lucid collection of papers. Overall, the collection provides an invaluable and authoritative perspective on how to approach law, reform, and the risks of legal intervention, in the complex context of the small firm.
Table of Contents:
I. INTRODUCTION
COMPARATIVE PERSPECTIVES ON THE EVOLUTION OF THE UNINCORPORATED FIRM
II. THEORY: PARTNERSHIP AND CLOSE CORPORATION LAW
THE ESSENTIAL ROLE OF ORGANIZATIONAL LAW
AN ECONOMIC ANALYSIS OF SHARED PROPERTY IN PARTNERSHIP AND CLOSE CORPORATIONS LAW
MATCH-SPECIFIC ASSETS AND MINORITY OPPRESSION IN THE CLOSE CORPORATION
BRACKETED FLEXIBILITY: STANDARDS OF PERFORMANCE LEVEL THE PLAYING FIELD
III. EVOLUTION OF PARTNERSHIP AND CLOSE CORPORATION LAW
THE EVOLVING PARTNERSHIP
FEDERAL TAX LAW AND THE LIMITED LIABILITY MOVEMENT
THE EVOLUTION OF CLOSELY HELD BUSINESS FORMS IN EUROPE
TRANSATLANTIC PERSPECTIVES ON PARTNERSHIP LAW: RISK AND STABILITY
IV. LEGISLATIVE REFORM INITIATIVES: THE UNITED KINGDOM, THE UNITED STATES, AND THE EUROPEAN UNION
LIMITED LIABILITY PARTNERSHIPS IN THE UK: DO THEY HAVE A ROLE FOR SMALL BUSINESS
PARTNERSHIP LAW REFORM IN THE UK
THE FAILED UNITED STATES EXPERIMENT IN UNINCORPORATED BUSINESS ENTITY REFORM
PITFALLS IN PARTNERSHIP LAW REFORM: THE UNITED STATES EXPERIENCE
THE EUROPEAN PRIVATE COMPANY
REFORMS IN DUTCH PARTNERSHIP LAW
THE TAXATION OF HYBRID ENTITIES IN EUROPE