Download this Paper Open PDF in Browser

Trust v. Law (In a Box): Do Organizational Forms Really Make a Difference?

20 Pages Posted: 25 Jul 2013 Last revised: 27 Nov 2013

Jeffrey M. Lipshaw

Suffolk University Law School

Date Written: November 12, 2013

Abstract

In this contribution to the University of Illinois College of Law’s 2013 Larry Ribstein Memorial Symposium, I assess Professor Ribstein’s approach to both to trust and the “uncorporation.” My thesis is that his disciplinary commitment to a transaction cost economics model resulted in an overstatement of the extent to which business association forms matter in the real world. In contrast to Professor Ribstein’s view that mandatory law (which includes corporate law) “crowds out” trust (implicitly making uncorporations more amenable to trust), I see the orderliness of modern and abstract business structures (of any kind) as distinct from, yet operating at the same time and in the same space as, the usual gamut, for better or worse, of human emotions. Even if, as a matter of economic theory, uncorporations do a better job of corporations in permitting owners to control manager agency costs, the theory leaves out (for otherwise good reasons inherent in doing any kind of rigorous science) virtues like trust and vices like greed, fear, panic, all of which seem just as likely to operate in the uncorporate as the corporate setting.

Keywords: uncorporations, corporations, LLCs, limited partnerships, Ribstein, trust, Williamson, transaction cost economics

JEL Classification: B41, D60, K12, K22

Suggested Citation

Lipshaw, Jeffrey M., Trust v. Law (In a Box): Do Organizational Forms Really Make a Difference? (November 12, 2013). University of Illinois Law Review, Forthcoming. Available at SSRN: https://ssrn.com/abstract=2297418

Jeffrey M. Lipshaw (Contact Author)

Suffolk University Law School ( email )

120 Tremont Street
Boston, MA 02108-4977
United States

HOME PAGE: http://ssrn.com/author=381790

Paper statistics

Downloads
76
Rank
267,218
Abstract Views
598