Law Commons^™

Unpacking Limited Liability: Direct And Vicarious Liability Of Corporate Participants For Torts Of The Enterprise, Robert B. Thompson

Vanderbilt Law Review

The corporate form limits the liability of shareholders and other participants arising from the enterprise. This broad insulation shields corporate participants not only from vicarious liability for the acts of others, but even from liability for some of their own acts taken in the corporate name. The liability that is avoided does not disap- pear into a black hole; it falls onto another person. If the liability is shifted to a tort victim, the use of the corporate form seems particularly troublesome, permitting the enterprise to externalize part of the cost of doing business. This limitation seems inconsistent with the …

The Lemonade Stand: Feminist And Other Reflections On The Limited Liability Of Corporate Shareholders, Theresa A. Gabaldon

Vanderbilt Law Review

The sultriness that was summer in D.C. blanketed the pedestrians returning to Capitol Hill. Trickling toward home through air that passively resisted, I almost overlooked a shape emerging from the haze of my own street. It might have been some atmospherically-induced apparition; rather, there, in the 1990s, in front of a well-kept urban rowhouse with door adorned by yuppie wreath, sat an immaculate child, seraphically presiding over a linen-covered table bearing a pitcher made of Tupperware. His neatly lettered sign, presumably prepared by an invisible caregiver in endorsement of his enterprise, read "Lemonade - 50 Cents."

The little boy with …

Limited Liability For Limited Partners: An Argument For The Abolition Of The Control Rule, Joseph J. Basile, Jr.

Vanderbilt Law Review

One of the important features of the limited partnership' that makes investment in this form of business organization attractive is the general immunity afforded to limited partners from liability for the obligations of the partnership. This immunity, however,can be forfeited. Under both the Uniform Limited Partnership Act (ULPA) and the Revised Uniform Limited Partnership Act (RULPA), a limited partner becomes liable for the obligations of the partnership if, in addition to the exercise of the rights and powers of a limited partner, the limited partner "takes part in the control of the business.''

Not surprisingly, when sophisticated investors are offered …

When Will The Corporate Form Save Taxes?, Richard L. Strecker

Vanderbilt Law Review

While major emphasis will be placed upon the tax considerations involved in answering the question posed by the title, the broader problem is aptly stated in the familiar phrase, "Choice of Business Form."' It is not possible to consider this problem realistically without taking into account the context of the business and private law considerations which must enter into the decision, and may indeed be controlling over the tax factors. Therefore, the question, "When Will the Corporate Form Save Taxes?" will be discussed in the light of the full legal and business milieu.

Non-Tax Aspects Of Thin Incorporation, Thomas H. Rainey Jr.

Vanderbilt Law Review

The coveted privilege of conducting business in the corporate form is not an unconditional grant.' As consideration for granting the corporate privilege of doing business with limited liability, the law requires that the shareholders "put at the risk of the business some stake which shall appear reasonably adequate for its prospective needs." This "stake," characterized as equity capital, represents that portion of the shareholders' capital investment which is required by law as the basis of financial responsibility for the protection of corporate creditors. This special fund is substituted for the personal liability which the participants would otherwise have for the …

The Standard Of Care Owed By A Hospital To Its Patients, William J. Harbison

Vanderbilt Law Review

Despite the: great number of tort cases which have arisen between hospitals and their patients, comparatively little has been written upon the subject of the standard of care required of a hospital in its relationship with those who enter it for treatment. In this Note some of the types of problems arising out of this relationship will be examined.' Questions of substantive and procedural law will be treated together in order to present these problems more clearly.

Generally, public hospitals are excused from tort liability to their patients upon the ground of governmental immunity ; in most states charitable institutions …

Family Partnership V. Corporation -- Income Tax Aspects, Bruce Mcclain

Vanderbilt Law Review

At the outset, it must be emphasized that a decision as to the more desirable mode of doing business should never be based solely upon tax considerations. In every instance, the following legal and practical advantages of transacting business as a corporation must always be borne in mind: (1) Limited Liability. The liability of a stockholder for the debts of the corporation is limited to his investment in its stock, while all of the property bf a general partner is subject to the claims of the firm's creditors, if its assets are insufficient to satisfy such claims in full. (2) …