Business Organizations Law Commons^™

Slides: Long Term Forest Management: Creating A Forest Management Plan, Don Johnson

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Don Johnson, Forest Land Improvement, Inc., NH town forests

51 slides

Slides: Public Funding Sources In Mt: State Funding Sources, 3 Partnerships Examples, Alan Wood

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Alan Wood, MT Department of Fish, Wildlife and Parks, Helena, MT

12 slides

Slides: Randolph Community Forest Partnerships, Ben Eisenberg

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Ben Eisenberg, Randolph Community Forest, NH

24 slides

Slides: Trends For Large Forest Landowners, Michael Goergen

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Michael Goergen, Executive Vice President and CEO, Society of American Foresters, DC

21 slides

Slides: Ecotrust Forests, Bettina Von Hagen

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Bettina Von Hagen, Ecotrust Forests, OR

25 slides

Slides: A Fine Line Between Success And Failure In Partnerships, Greg Neudecker

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Greg Neudecker, U.S. Fish and Wildlife Service, Great Falls, MT

48 slides

Agenda: Community-Owned Forests: Possibilities, Experiences, And Lessons Learned, Communities Committee, University Of Montana. School Of Forestry. Bolle Center For People And Forests, Wilderness Society (U.S.), Nature Conservancy Of Montana, Swan Ecosystem Center, Northwest Connections, Blackfoot Challenge, Flathead Economic Policy Center, Pinchot Institute For Conservation, American Forests, University Of Colorado Boulder. Natural Resources Law Center

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Community-owned forests may be the answer for some U.S. communities now confronting unanticipated and unwanted large scale land use changes – changes that could irrevocably change their local landscapes and quality of life. Across the country, millions of acres of private forest lands are being put up for sale as the forest products companies who own them find other, cheaper sources of supply. If, as is likely, purchasers divide and convert the forests to residential or other development uses, nearby communities face losing the critical economic, environmental, recreational, social, cultural, and aesthetic values and benefits those forests have traditionally provided. …

The Missing Preferred Return, Victor Fleischer

ExpressO

Managers of buyout funds typically offer their investors an 8% preferred return on their investment before they take a share of any additional profits. Venture capitalists, on the other hand, rarely offer a preferred return. Instead, VCs take their cut from the first dollar of nominal profits. This disparity between venture funds and buyout funds is especially striking because the contracts that determine fund organization and compensation are otherwise very similar. The missing preferred return might suggest that agency costs pose a larger problem in venture capital than previously thought. Is the missing preferred return evidence, perhaps, that VCs are …

Guaranteed Payments Made In Kind By A Partnership, Douglas A. Kahn, Faith Cuenin

Articles

Guaranteed payments are payments made by a partnership to a partner for services performed in his partnership capacity or for the use of capital to the extent that the amount of the payment is not determined by reference to the partnership's income. In addition, some distributions made by a partnership in liquidation of a partner's interest in the partnership are treated as guaranteed payments. A guaranteed payment constitutes ordinary income to the partner, and the partnership is allowed a deduction for the payment unless it constitutes a capital expenditure. While guaranteed payments typically are made in cash, it is possible …

New Business Entities In Evolutionary Perspective, Henry Hansmann, Reiner Kraakman, Richard Squire

Faculty Scholarship

The new types of business forms that have developed over the past thirty years all combine the freedom of contracting that is traditional to the partnership with the pattern of creditors' rights that is traditional to the business corporation. Legal scholars differ on the issue of whether these new business forms are more partnership-like or corporation-like. Those taking the partnership-like view argue that the degree of freedom of contract is the essential difference between the traditional corporation and partnership forms, while those adhering to the corporation-like view argue that the pattern of creditors' rights is the essential difference. The authors …

Law And The Rise Of The Firm , Henry Hansmann, Reiner Kraakman, Richard Squire

Faculty Scholarship

Organizational law empowers firms to hold assets and enter contracts as entities that are legally distinct from their owners and managers. Legal scholars and economists have commented extensively on one form of this partitioning between firms and owners: namely, the rule of limited liability that insulates firm owners from business debts. But a less-noticed form of legal partitioning, which we call "entity shielding," is both economically and historically more significant than limited liability. While limited liability shields owners' personal assets from a firm's creditors, entity shielding protects firm assets from the owners' personal creditors (and from creditors of other business …

The Economics Of Limited Liability: An Empirical Study Of New York Law Firms, Scott Baker, Kimberly D. Krawiec

ExpressO

Since the rapid rise in organizational forms for business associations, academics and practitioners have sought to explain the choice of form rationale. Each form contains its own set of default rules that inevitably get factored into this decision, including the extent to which each individual firm owner will be held personally liable for the collective debts and obligations of the firm. The significance of the differences in these default rules continues to be debated. Many commentators have advanced theories, most notably those based on unlimited liability, profit-sharing, and illiquidity, asserting that the partnership form provides efficiency benefits that outweigh any …

Family Limited Partnership Update, Farhad Aghdami

William & Mary Annual Tax Conference

No abstract provided.

Strict Liability For Gatekeepers: A Reply To Professor Coffee, Frank Partnoy

University of San Diego Law and Economics Research Paper Series

This article responds to a proposal by Professor John C. Coffee, Jr. for a modified form of strict liability for gatekeepers. Professor Coffee’s proposal would convert gatekeepers into insurers, but cap their insurance obligations based on a multiple of the highest annual revenues the gatekeepers recently had received from their wrongdoing clients. My proposal, advanced in 2001, would allow gatekeepers to contract for a percentage of issuer damages, after settlement or judgment, subject to a legislatively-imposed floor. This article compares the proposals and concludes that a contractual system based on a percentage of the issuer’s liability would be preferable to …

Ancillary Joint Ventures And The Unanswered Questions After Revenue Ruling 2004-51, Gabriel O. Aitsebaomo

ExpressO

Ever since the Internal Revenue Service (the "Service") issued Revenue Ruling 98-15… in which it emphasized "control" as a critical factor in determining whether a tax-exempt hospital that enters into a whole-hospital joint venture with a for-profit entity would continue to maintain its tax-exemption, practitioners and scholars alike have sought guidance from the Service regarding whether such "control" would also be required of an exempt organization that enters into an "ancillary joint venture" with a for-profit entity. In response, the Service issued Revenue Ruling 2004-51 on May 6, 2004.

… In Revenue Ruling 2004-51, the Service enunciated that a tax-exempt …

The Silent Llc Revolution-- The Social Cost Of Academic Neglect, Howard M. Friedman

ExpressO

The law of Business Associations usually develops slowly. The business forms that were dominant until the end of the 20th century have been in existence for centuries. However, as the new data set examined in detail in this article demonstrates, in the last decade a revolution has taken place. Contrary to conclusions reached in leading articles published as recently as 2000, limited liability companies have now become the business form of choice for small firms in a majority of the states. This article details the ways in which teaching materials and legal scholarship have largely neglected the recent sea change …

Investing In The Close Corporation: What The Minority Shareholder Needs To Know Before Giving Up Money And Power, Shawn Diedtrich

ExpressO

Much of the focus in business planning and choice of entity is spent on tax considerations, startup financing, and liability issues owed to the world outside of the entity. Little attention, if any, is given to fiduciary duties between the owners. Even if a discussion occurs, it is likely to focus on the duties of majority owners and/or managers. The surprise comes when a minority owner finds out it may owe a fiduciary duty to the majority—a non-intuitive result. This article attempts to serve as an aid to a minority investor before committing to the investment in a startup close …

Valuation Averaging: A New Procedure For Resolving Valuation Disputes, Keith Sharfman

Rutgers Law School (Newark) Faculty Papers

In this Article, Professor Sharfman addresses the problem of "discretionary valuation": that courts resolve valuation disputes arbitrarily and unpredictably, thus harming litigants and society. As a solution, he proposes the enactment of "valuation averaging," a new procedure for resolving valuation disputes modeled on the algorithmic valuation processes often agreed to by sophisticated private firms in advance of any dispute. He argues that by replacing the discretion of judges and juries with a mechanical valuation process, valuation averaging would cause litigants to introduce more plausible and conciliatory valuations into evidence and thereby reduce the cost of valuation litigation and increase the …

Analyzing The Noncompensatory Partnership Option Proposed Regulations, Dennis A. Diersen

William & Mary Annual Tax Conference

No abstract provided.

The Rational Exuberance Of Structuring Venture Capital Startups, Victor Fleischer

ExpressO

This Article takes the bursting of the dot com bubble as an opportunity to reevaluate the tax structure of venture capital startups. By organizing startups as corporations rather than as partnerships, investors and entrepreneurs seem to leave money on the table by failing to fully use tax losses -- especially since the vast majority of startups fail. Conventional wisdom attributes the lack of attention paid to losses to a "gambler's mentality" or optimism bias. I argue here that the use of the corporate form is, in fact, rational, or at least that there is a method to the madness.

I …

Regionalized Water Management: An Evolving Hydrocommons?, Gary D. Weatherford

Water and Growth in the West (Summer Conference, June 7-9)

26 pages.

Contains footnotes and 8 pages of references.

The Social Costs Of Moving Water In Northern New Mexico, David Benavides

Water and Growth in the West (Summer Conference, June 7-9)

15 pages.

Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Robert W. Hillman

Washington and Lee Law Review

No abstract provided.

Response To Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Leslie D. Corwin

Washington and Lee Law Review

No abstract provided.

Law Partner Expulsions, Allan W. Vestal

Washington and Lee Law Review

No abstract provided.

The Underlying Causes Of Withdrawal And Expulsion Of Partners From Law Firms, Geoffrey C. Hazard, Jr.

Washington and Lee Law Review

No abstract provided.

The Faces Of Loyalty: A Comment On Hillman, Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Deborah A. Demott

Washington and Lee Law Review

No abstract provided.

Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter

Washington and Lee Law Review

No abstract provided.

Agency And The Unincorporated Firm: Reflections On Design On The Same Plane Of Interest, Deborah A. Demott

Washington and Lee Law Review

No abstract provided.

New Forms And New Balances: Organizing The External Relations Of The Unincorporated Firm, Robert W. Hillman

Washington and Lee Law Review

No abstract provided.