Suffolk University Law School was founded in 1906 and is located in the heart of downtown Boston. The school is dedicated to educating students of all backgrounds and circumstances, helping them to thrive in an increasingly diverse, global and technologically dependent society. The school's Business Law & Financial Services Concentration emphasizes teaching and scholarship not only in traditional corporate structures, but also in alternative non-corporate forms of organization that are becoming the norm in small businesses, emerging high-tech industries, and financial services. Its faculty members include nationally regarded experts in limited liability company, partnership, tax, and securities regulation, including Carter G. Bishop, a reporter for four separate uniform business organization law projects sponsored by the National Conference of Commissioners on Uniform State Laws, and Jeffrey M. Lipshaw, co-author with the late Larry E. Ribstein of Unincorporated Business Entities, 4th Edition (LexisNexis, 2009).

Table of Contents

Code Sec. 1031 Drop-Swap Cash-Outs and Unrecaptured Section 1250 Gain

Bradley T. Borden, Brooklyn Law School

Equitable Fiduciaries, Business Organization Fiduciaries, and Cognition: Explaining the Divide in Fiduciary Obligation Law

H. Justin Pace, Northwestern University - Pritzker School of Law, Florida State University College of Law

Benefit Corporation Law

Mark Loewenstein, University of Colorado Law School

Brexit and the Consequences for Commercial and Financial Relations between the EU and the UK

Matthias Lehmann, University of Bonn
Dirk A. Zetzsche, ADA Chair in Financial Law / Inclusive Finance, University of Luxembourg, Heinrich Heine University Duesseldorf - Faculty of Law - Center for Business & Corporate Law (CBC)

Sponsored by: Suffolk University Law School

"Code Sec. 1031 Drop-Swap Cash-Outs and Unrecaptured Section 1250 Gain" Free Download
Journal of Passthrough Entities, Vol. 19, p 27, September-October 2016
Brooklyn Law School, Legal Studies Paper No. 468

BRADLEY T. BORDEN, Brooklyn Law School

Drop-swap cash-outs are in the same transaction group as drop-and-swaps and swap-and-drops with one important distinction — at least one member of the exchanging tax partnership takes cash instead of continuing an investment in like-kind property in a drop-swap cash-out. This article describes several different structures that parties can use to effect drop-swap cash-outs, and it explains how the different structures may affect the amount and timing of gain recognized and deferred on the transaction and who recognizes gain currently and who might recognize it in the future. If the exchange property is depreciable, the parties must also consider who will recognize any unrecaptured section 1250 gain and when they will recognize it. The article shows how the structures can affect the allocation of unrecaptured section 1250 gain.

"Equitable Fiduciaries, Business Organization Fiduciaries, and Cognition: Explaining the Divide in Fiduciary Obligation Law" Free Download
FSU College of Law, Public Law Research Paper No. 814

H. JUSTIN PACE, Northwestern University - Pritzker School of Law, Florida State University College of Law

Scholarship on fiduciary obligation law has long been divided into two camps: traditionalists and contractarians. Those two camps have largely been talking past each other, however, because each fails to appreciate that there are really two distinct, coherent bodies of fiduciary obligation law. There are traditional fiduciary relationships rooted in equity and modern, statutory and contractual fiduciary relationships. Much of the confusion in the case law can be attributed to judges attempting to apply assumptions developed for traditional, equitable fiduciary relationships to modern, statutory and contractual fiduciary relationships where those assumptions no longer belong.

Scholars and judges should appreciate that there are two bodies of fiduciary obligation law and that they require different approaches. Rather than the top-down analysis that has typically been applied to traditional fiduciary obligations, judges should apply a bottom-up analysis to modern, statutory and contractual obligations. That is, judges should perform a data-driven analysis that closely examines the relative statutory and contractual language. This will better fit the needs of legislatures in providing for those fiduciary relationships and the needs of parties in entering into them. The modern, statutory and contractual form of fiduciary obligation is a rational response to a design problem stemming from changes in the law and in the economy.

"Benefit Corporation Law" Free Download

MARK LOEWENSTEIN, University of Colorado Law School

This article compares the approaches to benefit corporation legislation, particularly the Model Legislation proposed by B Lab, on the one hand, and the Delaware and Colorado laws, on the other.

"Brexit and the Consequences for Commercial and Financial Relations between the EU and the UK" Free Download
European Business Law Review, Special Edition, Forthcoming

MATTHIAS LEHMANN, University of Bonn
DIRK A. ZETZSCHE, ADA Chair in Financial Law / Inclusive Finance, University of Luxembourg, Heinrich Heine University Duesseldorf - Faculty of Law - Center for Business & Corporate Law (CBC)

The UK’s withdrawal from the European Union will have – and already has – a dramatic impact on the political, legal and economic landscape, both in Britain and on the continent. This contribution takes a closer look at the effects on individual relationships and businesses. Against the background of the possible scenarios (British accession to the European Economic Area (EEA), bilateral trade agreement with the EU, or ‘hard’ exit with third-country status), it scrutinizes Brexit’s consequences in five areas: contract law, the law of non-contractual obligations, corporate law, financial law, and international litigation. With regard to contract law, it examines the effects on the determination of the applicable law and on substantive contract law, in particular the possibility to terminate contractual agreements. Concerning non-contractual obligations, it deals with the conflict rules applicable to torts, which may change. In the context of corporate law, the focus is on the status of companies organized under English law that are domiciled in Member States, as well as on the fate of European public companies headquartered in Britain. Insolvency matters will also be discussed. The part on financial law analyses the options for EU market access available to English banks, asset and fund managers as well as insurance companies in light of the passport granted to EEA firms and the equivalence requirements for third-country firms. As regards international litigation, the discussion turns on the post-Brexit determination of the competent court as well as the recognition and enforcement of British judgements in the EU.


About this eJournal

Sponsored by: Suffolk University Law School

This eJournal distributes working and accepted paper abstracts related to LLCs, close corporations, partnerships, and other private enterprises. This includes the law, economics, history and policy of closely-held corporations and non-corporate firms, including partnerships, limited liability companies, limited partnerships, limited liability partnerships, joint ventures, and similar entities both in the US and around the world. Specific topics include private law matters such as governance, fiduciary duties, formation, litigation, arbitration, choice of law, exit, dissolution, transfer, creditors' rights, and limited liability. They also include public law matters such as bankruptcy, employment discrimination, securities regulation, competition law, and professional regulation. Articles may also focus on types of businesses or other relationships that commonly organize as limited liability companies, close corporations, partnerships or other unincorporated business entities, including venture capital, professional services, real estate, finance, family firms, domestic relationships and public-private enterprises.

Editor: Jeffrey M. Lipshaw, Suffolk University


To submit your research to SSRN, sign in to the SSRN User HeadQuarters, click the My Papers link on left menu and then the Start New Submission button at top of page.

Distribution Services

If your organization is interested in increasing readership for its research by starting a Research Paper Series, or sponsoring a Subject Matter eJournal, please email:

Distributed by

Legal Scholarship Network (LSN), a division of Social Science Electronic Publishing (SSEP) and Social Science Research Network (SSRN)



Northwestern University - Pritzker School of Law, Northwestern University - Kellogg School of Management, European Corporate Governance Institute (ECGI)

Stanford Law School, Columbia Law School, European Corporate Governance Institute (ECGI)

Please contact us at the above addresses with your comments, questions or suggestions for LSN-Sub.

Advisory Board

Corporate Law: LLCs, Close Corporations, Partnerships, & Other Private Enterprises eJournal

Professor of Law, New York University School of Law

William D. Warren Professor of Law, University of California, Los Angeles (UCLA) - School of Law

Augustus E. Lines Professor of Law, Yale Law School, Fellow, European Corporate Governance Institute (ECGI)

Fair Business Practices Professor of Law, University of California, Davis - School of Law

Professor of Law, Duke University School of Law

William B. Graham Professor of Law, University of Chicago Law School

John L. Gray Professor of Law, Harvard Law School

Glen L. Farr Professor of Law, Brigham Young University - J. Reuben Clark Law School

Distinguished Professor of Corporate and Business Law Jack G. Clarke Business Law, Cornell Law School - Jack G. Clarke Business Law Institute

Swanlund Chair, Director, Illinois Program in Law and Economics, University of Illinois College of Law