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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

"Improving Conditions for Transferring Family Enterprises in Estonia" Free Download
Discussions on Estonian Economic Policy: Developments in the EU Member States After the Economic Crisis, No. 2, 2014

MARET GÜLDENKOH, Tallinn University of Technology Estonian Maritime Academy
Email:

Family enterprise is a business entity that belongs to the family. In Estonia the concept of family business, family entrepreneur, or family enterprise has not been defined in legislation. The concepts of business and enterprise have been defined in several pieces of law with some dissensions in their interpretations, however. Differences in legal definitions become obvious when transferring a business. The aim of the article is to assess the legislative conditions of family enterprises in Estonia. Family enterprises can be transferred either by way of transferring the holding status or by transferring the enterprise. Holding can be transferred in companies; a sole proprietor should transfer the business entity either as a whole or transfer the business entity into a company to have a holding there. Family businesses operating as sole proprietors may incur tax liability by transferring the family enterprise. The paper outlines special features of transferring enterprises, including family enterprises in Estonia. Business transfers have been few and there is no unambiguous practice in this sphere. Transfer of family enterprises is identified with transfer of enterprises; differences arise when family business has been registered as a sole proprietor.

The paper provides a brief description of the differences in transferring enterprises, including family enterprises in Estonia. A purpose was to evaluate the legal environment of transferring family enterprises. In Estonia guidelines should be formulated for transferring the business of a self-employed family member and legal regulations should be introduced to avoid ill-intentioned transfer of enterprises.

"Perspectives on the Universal Partnership of All Property (Societas Universorum Bonorum) and the Origin and Correction of a Historical Fault Line - Part 1" Free Download
Journal of Contemporary Roman-Dutch Law, Vol. 77, p. 231-45, 2014

JOHAN HENNING, University of the Free State - Faculty of Law
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In South African law, the distinction between the universal partnership proper, the societas omnium bonorum, and the general partnership in all commercial undertakings, the societas universorum quae ex quaestu veniunt, remains significant. This is particularly so since the question whether, in which instances and to which extent the universal partnership of all property was and is recognised in Roman-Dutch and South African law, until recently has not been free from doubt. The situation was further complicated by the numerous references in the law reports merely to a “universal partnership? without specifying which type was under consideration. Fortunately very significant progress towards removing all uncertainties was made by the recent seminal judgment of the Supreme Court of Appeal in Butters v Mncora.

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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.

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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.

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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