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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).



CORPORATE LAW: LLCS, CLOSE CORPORATIONS, PARTNERSHIPS,
& OTHER PRIVATE ENTERPRISES eJOURNAL
Sponsored by: Suffolk University Law School

"Controversies in Tax Law: A Matter of Perspective" Free Download
Controversies in Tax Law: A Matter of Perspective, Anthony C. Infanti, ed., Ashgate, 2015
U. of Pittsburgh Legal Studies Research Paper No. 2015-06

ANTHONY C. INFANTI, University of Pittsburgh - School of Law
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This volume presents a new approach to today’s tax controversies, reflecting that debates about taxation often turn on the differing worldviews of the debate participants. For instance, a central tension in the academic tax literature — which is filtering into everyday discussions of tax law — exists between “mainstream? and “critical? tax theorists. This tension results from a clash of perspectives: Is taxation primarily a matter of social science or social justice? Should tax policy debates be grounded in economics or in critical race, feminist, queer, and other outsider perspectives?

To capture and interrogate what often seems like a chasm between the different sides of tax debates, this collection comprises a series of pairs of essays. Each pair approaches a single area of controversy from two different perspectives — with one essay usually taking a “mainstream? perspective and the other a “critical? perspective. In writing their contributions, the authors read and incorporated reactions to each other’s essays, and paid specific attention to the influence of perspective on both the area of controversy and their contributions to the debate. With contributions from leading mainstream and critical tax scholars, this volume takes the first step toward bridging the gap between these differing perspectives on tax law and policy.

"Why Law Firms Collapse" Free Download
Yale Law & Economics Research Paper No. 521

JOHN MORLEY, Yale Law School
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Law firms don’t just go bankrupt – they collapse. Like Dewey & LeBoeuf and Bingham McCutchen, law firms often go from apparent health to liquidation in a matter of months or even days and they never manage to reorganize their debts in bankruptcy and survive. This pattern is puzzling, especially because it is strangely out of proportion to law firms’ actual financial distress. Most collapsed firms have remained profitable up through the days they dissolved. Drawing on an informal review of every large law firm collapse in the last thirty years, I look for an explanation in law firms’ organizational structures. Law firms are fragile because they are vulnerable to partner runs: When one partner withdraws, she damages the firm, causing still other partners to withdraw, which further damages the firm, and so on. These runs gather momentum from several aspects of law firm structure. The main one is that law firms are owned by their partners, rather than by investors. Partner ownership forces partners into a race for the exits, because it promises brutal financial punishment to partners who stay. As owners, partners directly suffer the decline in profits caused by other partners’ withdrawals and they face extensive personal liability if they stay until their firms dissolve. These forces naturally make a firm’s partners more likely to leave once others have already left. This structure-based theory offers many insights. It tells us that law firms can often collapse inefficiently. It also tells us which firms are most vulnerable and how we can stop them from falling apart.

"Ritchie v. Rupe and the Future of Shareholder Oppression" Free Download
Yale Law Journal Forum, Vol. 124, 2014

JAMES DAWSON, Yale University - Law School
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In June of 2014, the Texas Supreme Court issued its long-awaited decision in Ritchie v. Rupe. The Ritchie opinion gutted the cause of action for shareholder oppression in Texas. By a vote of six to three, the Court held that (1) “oppression? ought be defined very narrowly and that (2) rehabilitative receivership is the only remedy available for shareholder oppression in Texas. Both holdings are at odds with previous decisions from the Texas Courts of Appeals and from other states with similar shareholder-oppression statutes.

This Essay argues that Ritchie v. Rupe was wrongly decided. The majority’s puzzling interpretation of the Texas Business Organizations Code cannot be squared with either the plain language of the statute or with accepted canons of statutory interpretation. But the problem is not simply that Ritchie is bad law. Ritchie is also bad policy — indeed, it may have disastrous economic effects. Although the full impact of the opinion has yet to be seen, this Essay contends that Ritchie is likely to disincentivize investment in close corporations, ramp up the frequency of shareholder oppression, and imperil the financial health of many small businesses. For these reasons, other states should hesitate before following Ritchie.

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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.

Submissions

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: RPS@SSRN.com

Distributed by

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

Directors

CORPORATE, SECURITIES & FINANCE LAW EJOURNALS

BERNARD S. BLACK
Northwestern University - School of Law, Northwestern University - Kellogg School of Management, European Corporate Governance Institute (ECGI)
Email: bblack@northwestern.edu

RONALD J. GILSON
Stanford Law School, Columbia Law School, European Corporate Governance Institute (ECGI)
Email: rgilson@leland.stanford.edu

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

BARRY E. ADLER
Professor of Law, New York University School of Law

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

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

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

KIMBERLY D. KRAWIEC
Professor of Law, Duke University School of Law

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

ROBERT H. SITKOFF
John L. Gray Professor of Law, Harvard Law School

GORDON SMITH
Professor of Law, Brigham Young University - J. Reuben Clark Law School

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

THOMAS S. ULEN
Swanlund Chair, Director, Illinois Program in Law and Economics, University of Illinois College of Law