The Rise of the Uncorporation

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