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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

"Return of the Prodigal Form? - Partnerships and Partnership Law in the People's Republic of China" Free Download
Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (Robert W. Hillman and Mark J. Loewenstein, eds., Edward Elgar Publishing, Forthcoming)

NICHOLAS CALCINA HOWSON, University of Michigan Law School
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This paper provides a broad introduction to the legal partnership form of business organization in the People’s Republic of China (PRC), focusing on: historical antecedents of the law-based partnership form in China’s imperial, Republican, and Communist post-1949 but pre-reform periods; critical aspects of the PRC’s current partnership law and applied partnership norms (including those designed for foreign-invested but China-domiciled partnership vehicles); and the ways in which China’s judicial institutions presently engage with both formal partnership establishments and other law-based and non-law-based alternative enterprise forms in contemporary China (including holdovers from an entirely different ideological and political economic context). Initial findings from the review of more than one thousand post-2006 partnership-related PRC People’s Court case law opinions indicate that the PRC judiciary is moving aggressively and with some real competence in this most “private? corner of China’s state-dominated economy to identify partnerships and apply statutory or apparently equitable partnership law principles ex post with respect to capital aggregating arrangements that are not ex ante registered as formal partnerships under PRC law or subject to explicit partnership agreements, and indeed arrangements that are registered or self-declared as something else entirely. The paper will be published as a chapter in the book “Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations? (Robert W. Hillman and Mark J. Loewenstein, eds.) forthcoming from Edward Elgar Publishing.

"The Contours and Composition of Agency Doctrine: Perspectives from History and Theory on Inherent Agency Power" Free Download
University of Illinois Law Review, Vol. 2014, No. 5 (Oct. 2014 Forthcoming)

DEBORAH DEMOTT, Duke University School of Law
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This Essay explores the history of formulations of agency doctrine, arguing that agency law can best be rationalized as a distinctive subject by recognizing that an agent acts as an extension of the principal. The Essay relies on historical material, some unpublished, related to the drafting of the Restatements of Agency, the disagreements among Reporters and other participants about the contours of agency law, and the intellectual backdrop against which these experts worked. Their disputes, preceded as they were by challenges to the fundamental coherence of agency law, led to successive formulations of agency doctrine; while attempting to provide a comprehensive level of generality, some formulations threatened to distort established limits on the scope of a principal's responsibility for the actions of a principal. The Essay develops in particular the history of the doctrine of inherent agency power, tracing its origins back to the early days of work on the first Restatement of Agency through to the Restatement Third, which jettisons the doctrine. Originating as a form of catch-all (termed a "third bottle" by those working on the first Restatement) inherent agency power as a doctrine was an over-generalization that responded to the narrowness with which other doctrine were formulated, in particular apparent authority.

"The Effect of Deferred and Non-Prosecution Agreements on Corporate Governance: Evidence from 1993-2013" Free Download

WULF A. KAAL, University of St. Thomas, Minnesota - School of Law, European Corporate Governance Institute (ECGI)
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TIMOTHY LACINE, University of St. Thomas (Minnesota)
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Non- and Deferred Prosecution Agreements (N/DPAs) are controversial because prosecutors, not judges or the legislature, are changing the governance of leading public corporations and entire industries. To analyze N/DPAs’ corporate governance implications and provide policy makers with guidance, the authors code all publicly available N/DPAs (N=271) from 1993 to 2013, identifying 215 governance categories and subcategories. The authors find evidence that the execution of N/DPAs is associated with significant corporate governance changes. The study categorizes mandated corporate governance changes for entities that executed an N/DPA as follows: (1) Business Changes, (2) Board Changes, (3) Senior Management, (4) Monitoring, (5) Cooperation, (6) Compliance Program, and (7) Waiver of Rights. The authors supplement the analysis of governance changes in these categories with a more in depth evaluation of the respective subcategories of governance changes. The authors also code and analyze preemptive remedial measures, designed by corporations to preempt the execution of an N/DPA or corporate criminal indictment. The paper evaluates the implications of the empirical evidence for boards, management, and legal practitioners.

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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