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

Social and Political Embeddedness of Argentina's Worker-Recuperated Enterprises: A Brief History and Current Trends

Irena Petrovic, University of Belgrade - Faculty of Philosophy
Slobodan Cvejić, University of Belgrade - Faculty of Philosophy

Limits to Corporate Reform and Alternative Legal Structures

Carol Liao, University of Victoria - Faculty of Law

Property and Secrecy

Amnon Lehavi, Interdisciplinary Center Herzliyah - Radzyner School of Law

Sponsored by: Suffolk University Law School

"Social and Political Embeddedness of Argentina's Worker-Recuperated Enterprises: A Brief History and Current Trends" Free Download
Euricse Working Papers, 80 | 15

IRENA PETROVIC, University of Belgrade - Faculty of Philosophy
SLOBODAN CVEJIĆ, University of Belgrade - Faculty of Philosophy

The phenomenon of ERTs (empresas recuperadas por sus trabajadores) in Argentina has gained popularity since the financial crisis of 2001-2002. The resulting drastic drop in gross national product, the high inflation rates, and the increased rates of unemployment and poverty reflected serious weaknesses and limitations of neoliberal institutions in Argentina. This phenomenon was also determined by specific historical patterns, such as state interventionism, a long tradition of trade unionism and workers’ struggles, as well as a long and deep-rooted tradition of cooperativism. According to the latest survey (Ruggeri, 2014b), there are more than 300 ERTs in Argentina, employing over 13,000 workers. Data show that 95 per cent of ERTs are self-organized under the organizational and legal framework of worker cooperatives. This paper aims at providing a political, economic and social overview of the emergence and establishment of ERTs in Argentina over the past two decades. Moreover, the legal and institutional preconditions that significantly encourage, limit, and determine the scope of worker cooperatives, will be analyzed. In this analysis we will rely on the results of research on ERTs that has been done over the last 10 years, as well as on a historical analysis of the legal and institutional framework.

"Limits to Corporate Reform and Alternative Legal Structures" 
Company Law and Sustainability: Legal Barriers and Opportunities, Beate Sjåfjell and Benjamin Richardson, eds. (Cambridge University Press, 2015).
University of Oslo Faculty of Law Research Paper No. 2015-32

CAROL LIAO, University of Victoria - Faculty of Law

This Chapter investigates innovative new corporate legal models that are developing to supplement the pathway to corporate reform. The majority of the Chapter explores a new generation of corporate hybrid alternatives that have appeared within the last decade in the United Kingdom, Canada, and the United States, specifically the Community Interest Company, the Community Contribution Company, the Low-Profit Limited Liability Company, the B Corporation (privately regulated), and the Benefit Corporation. These hybrids embody governance features that are attempting to support the space between the for-profit and non-profit arenas. The reasons behind particular hybrid features are examined, as well as some main challenges these models face, and the potential upside.

Hybrids are beginning to play a seminal role in challenging the mainstream model and forcing legislators to contemplate the legal limitations within that model. The next few decades will be very telling as to the success of hybrid legal structures, and whether they gain any traction in corporate practice. Further research and analysis, particularly economic analysis, may spell the difference between the success and failure of hybrids in the pursuit of long-term sustainable development.

"Property and Secrecy" Free Download

AMNON LEHAVI, Interdisciplinary Center Herzliyah - Radzyner School of Law

Real estate ownership is conventionally viewed as a clear matter of public record. Yet purchasers of real estate are increasingly employing legal techniques to preserve their anonymity by registering their properties through trustees or opaque shell companies. This turn of events calls for delineating the appropriate boundaries of secrecy in property.

The Article identifies primary contexts in which the issue of secrecy comes up in the law, including in financial and proprietary settings, such as secret trusts or undisclosed accumulation of shares in public corporations. It then underscores the unique features of secrecy in real estate. It offers an innovative analysis of the ways in which anonymous property holdings might generate externalities for various types of stakeholders, from central and local governments up to neighboring property owners in both their individual and collective capacities, such as in a homeowner association. The analysis establishes normative criteria for requiring property owners to disclose relevant details. It calls, however, to distinguish between a duty to provide information and the operative results of such disclosure in regard to interested parties’ capacity to act on such information.

This Article argues that, somewhat counter-intuitively, an elaborate discussion of the proper limits to the interest in secrecy would challenge prevailing forms of exclusion and other types of defensive or offensive tactics against “unwelcomed neighbors,? whenever such practices have no normative merit. The discourse on secret real estate holdings would therefore shed broader light on the underlying societal features of ownership.


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


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

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