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Full-Text Articles in Law
The Personification Of The Partnership, Harwell Wells
The Personification Of The Partnership, Harwell Wells
Vanderbilt Law Review
What does it mean to say a business association is a legal person? The question has shadowed the law of business organizations for at least two centuries. When we say a business is a legal person we may be claiming that the law distinguishes its assets, liabilities, and obligations from those of its owners; or that it has a “real will” and personality apart from its owners; or that it in some way can carry or assert rights generally ascribed to natural persons. This Article sheds new light on these old questions by looking at an oft-overlooked business form, the …
Why The Corporation Locks In Financial Capital But The Partnership Does Not, Richard Squire
Why The Corporation Locks In Financial Capital But The Partnership Does Not, Richard Squire
Vanderbilt Law Review
Each partner in an at-will partnership can obtain a cash payout of his interest at any time. The corporation, by contrast, locks in shareholder capital, denying general payout rights to shareholders unless the charter states otherwise. What explains this difference? This Article argues that partner payout rights reduce the costs of two other characteristics of the partnership: the non-transferability of partner control rights, and the possibility for partnerships to be formed inadvertently. While these characteristics serve valuable functions, they can introduce a bilateral-monopoly problem and a special freezeout hazard unless each partner can force the firm to cash out his …
Thinking About The Business Of Practicing Law, Michael J. Kelly
Thinking About The Business Of Practicing Law, Michael J. Kelly
Vanderbilt Law Review
The core of Schiltz's argument with which I most disagree is that large firms are all alike, or, to put it in its more modest, plausible, and compelling form, that big firms and big-firm lawyers are be- coming more alike. The claim of what academics call isomorphism-- in this case, that large-firm practices converge ultimately in similarity-- is his principal descriptive claim. It is also the primary rhetorical device that allows Schiltz to attack large law firms as if they were one, to transpose the caricature of the managing partner in his third marriage to all large law practices. Schiltz's …
Changing A Partnership Into A Corporation, Daniel J. Gifford
Changing A Partnership Into A Corporation, Daniel J. Gifford
Vanderbilt Law Review
The present essay will deal only with those businesses which possess unlimited growth potential in respect of the amount of assets which they can profitably employ in the production of income. If such businesses grow sufficiently, they will probably ultimately reach the stage of publicly held corporations. The reasons for this will vary, although it would seem that once the growth process has picked up momentum, the business may require capital at a rate faster than earnings can be accumulated or funds can be obtained from lenders.
Is A Partnership Under The Uniform Partnership Act An Aggregate Or An Entity?, A. Ladru Jensen
Is A Partnership Under The Uniform Partnership Act An Aggregate Or An Entity?, A. Ladru Jensen
Vanderbilt Law Review
The conflict in entity versus aggregate views of a partnership is materially lessened in those jurisdictions which have removed the procedural disability of partnerships to be sued in their own names. The advantages secured by having a procedural statute allowing partnerships to be sued in their own names argue strongly for the adoption of such act in all of the states having the Uniform Partnership Act, as is indicated by the foregoing analysis. The recognition of the Internal Revenue laws of partnerships as an aggregate for purposes of income taxation will most surely long continue, even though partnerships may be …
Business Associations -- 1956 Tennessee Survey, F. Hodge O'Neal
Business Associations -- 1956 Tennessee Survey, F. Hodge O'Neal
Vanderbilt Law Review
Surprisingly few cases were decided in the field of Business Associations during the survey period. Those decisions for the most part merely reaffirmed legal principles already established in Tennessee law. One of the cases, Wyatt v. Brown,' raised again the interesting old question of what is a partnership and what factual elements are necessary to constitute the partnership relation. This article discusses that question first and then comments rather briefly on the other cases and the principles they enunciate.