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Full-Text Articles in Law
The Uncorporation And The Unraveling Of 'Nexus Of Contracts' Theory, Grant M. Hayden, Matthew T. Bodie
The Uncorporation And The Unraveling Of 'Nexus Of Contracts' Theory, Grant M. Hayden, Matthew T. Bodie
Michigan Law Review
A corporation is not a contract. It is a state-created entity. It has legal personhood with the right to form contracts, suffer liability for torts, and (as the Supreme Court recently decided) make campaign contributions. However, many corporate law scholars have remained wedded to the conception-metaphor, model, paradigm, what have you-of the corporation as a contract or "nexus" of contracts. The nexus of contracts theory is meant to point up the voluntary, market-oriented nature of the firm and to dismiss the notion that the corporation owes anything to the state. It is also used as a justification for preserving the …
What, Me Worry? Tort Liability Risks For Participants In Llcs, Matthew G. Dore
What, Me Worry? Tort Liability Risks For Participants In Llcs, Matthew G. Dore
Matthew G Dore
State legislatures gave scant consideration to tort victims' rights when authorizing the LLC as a new limited liability business option. Nonetheless, state LLC acts leave untouched agency law principles that preserve personal tort liability claims against individual LLC participants. This article explains why this residual tort liability path and related defensive doctrines offer the best hope for a principled accommodation of expanded limited liability business options and the interests of third party tort victims.
Wilkes V. Springside Nursing Home, Inc.: A Historical Perspective, Mark J. Loewenstein
Wilkes V. Springside Nursing Home, Inc.: A Historical Perspective, Mark J. Loewenstein
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