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

Diversity Jurisdiction and Trusts

Jonathan J. Ossip, New York University School of Law

Social Enterprise Innovation: Delaware's Public Benefit Corporation Law

J. Haskell Murray, Belmont University - College of Business Administration, Belmont University - Massey School of Business

La S.R.L. Artigiana Pluripersonale dopo la riforma del diritto societario (The 'Artisan' Limited Liability Company under Italian Laws)

Monica Cossu, Department of economic and management sciences-Disea -UNIVERSITY OF SASSARI

Sponsored by: Suffolk University Law School

"Diversity Jurisdiction and Trusts" Free Download
New York University Law Review, Vol. 89, No. 6 (Dec. 2014 Forthcoming)

JONATHAN J. OSSIP, New York University School of Law

The federal courts are currently divided on how to determine the diversity citizenship of trusts. Several circuits hold that trusts take the citizenship of their trustees. Another takes the citizenship of the trust’s beneficiaries, and yet another uses both the trustees and the beneficiaries. But beyond this circuit split, a more significant problem plagues the law in this area: The courts of appeals have failed to recognize the distinction between traditional and business trusts. The former — what is most commonly thought of as a trust — is a gift and estate planning tool. The latter is an alternative to incorporation, and is designed to run a business and generate profit for investors.

In this Note, I examine the differences between traditional and business trusts in the context of federal diversity jurisdiction. After discussing the history of diversity jurisdiction and the nature of these two forms, I explore the current circuit split over the citizenship rules for trusts. I then propose a new rule that fits within the current Supreme Court case law in the field: Traditional trusts take the citizenship of their trustees, while business trusts take the citizenship of their members — the beneficiaries. Having proposed a rule that depends upon the type of trust at issue, I conclude by explaining that a trust can be classified by determining the primary purpose for which it was organized.

"Social Enterprise Innovation: Delaware's Public Benefit Corporation Law" Free Download
Harvard Business Law Review (2014 Forthcoming)

J. HASKELL MURRAY, Belmont University - College of Business Administration, Belmont University - Massey School of Business

In 2010, to a Philadelphia audience, B Lab co-founder Jay Coen Gilbert claimed that “our capitalist system is not serving society; it’s serving shareholders? and stated that “we can’t run around expecting different outcomes until we change the rules of the game.? Since Gilbert’s talk in 2010, B Lab has been active. Not only has the non-profit organization privately certified over 900 companies as socially responsible, but B Lab has also taken the lead in convincing more than twenty states and the District of Columbia to pass benefit corporation statutes, in Mr. Gilbert’s words, “chang[ing] the rules of the game.?

Most states have based their benefit corporation statutes on the Model Benefit Corporation Legislation (the “Model?), a model statute drafted by Drinker Biddle attorney Bill Clark who has worked with B Lab in their efforts. After eighteen months of lobbying and negotiating, B Lab even convinced Delaware, the recognized pacesetter in U.S. corporate law, to amend its corporate statute. Delaware, however, established its own version of the benefit corporation law. While most of the other states adhere closely to the Model, Delaware seems to have merely consulted the Model and created a new social enterprise form called a “public benefit corporation? (PBC). This Article builds on the author’s previous work on benefit corporations, compares the Model and the PBC law, and offers suggestions for improving both legal frameworks.

"La S.R.L. Artigiana Pluripersonale dopo la riforma del diritto societario (The 'Artisan' Limited Liability Company under Italian Laws)" Free Download
rivista di diritto privato, 4/2013

MONICA COSSU, Department of economic and management sciences-Disea -UNIVERSITY OF SASSARI

Italian Abstract: L’art. 13, co. 2, l. 5 marzo 2001, n. 57, ha introdotto nell’art. 5 della legge quadro sull’artigianato1 il co. 3, dedicato alla s.r.l. artigiana pluripersonale. Si definisce artigiana una s.r.l. con oggetto sociale artigiano che possegga tutti i requisiti qualificanti individuati dalla legge quadro, alcuni dei quali sono riferibili alla società artigiana in generale, altri alla s.r.l. artigiana in particolare. La s.r.l. artigiana non è, dunque, un sottotipo a sé stante di s.r.l., dal momento che può acquistare, perdere, riguadagnare la qualifica artigiana senza alcun mutamento dell’atto costitutivo, ma una società che, in presenza dei requisiti di cui sopra, può chiedere l’iscrizione nell’albo provinciale delle imprese artigiane e godere delle provvidenze ivi previste.

English Abstract: The legal model for Limited liability company, which in itself connotes for the institutional prohibition of recourse to the capital market, recalls the economic model of a "closed" and rather "small" company". The expression "Closed society", referring to the Italian "srl", is used with exclusive reference to the possibility of foreclosing totally the circulation of shares. Given these characteristics, the artisan company LTD is well suited, at least in appearance, as a company that normally consists of a cohesive and stable core of shareholders "entrepreneurs", because it allows you to enhance the size personalization more than the organizational one. To require mutual fitting and harmonization are, in particular, the requirement of the "prevalence of artisan shareholders in the capital and in the decision-making bodies", required by law framework. "Prevalence" is a complex requirement, under which both the property and that control must be held permanently by artisan shareholders. In order to ascertain that the requirement is fulfilled it is necessary to examine the value assigned to the shares in concrete terms, because social rights can be attributed not proportionally (and therefore lower or higher) compared to the value of the investment. Both of these "deviations" from the rule of direct proportionality between the value of the contribution, the value of the investment and value social rights can, in fact, influence the prevalence of artisan shareholders.


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.


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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

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