More and more companies appear with strange abbreviations behind their business name. Consider Chrysler Group LLC (instead of Inc.) or LVMH Montres and Joaillerie France SAS. Some even speak about the 'endangered corporate form' and point to the rise of the uncorporation.
This Primer examines how the uncorporation has evolved in the United States and, more recently, in other economies around the world. We find that the growth in non-listed business forms in Europe, Latin America and Asia have been shaped by a mixture of learning and professional advice arising from the company law review process, as well as the indirect influence of overseas business forms. We examine the main components of uncorporate business forms that are responsible for limiting transaction costs, curbing opportunism and creating organizational structures that are compatible with entrepreneurial expectations. We show the main differences between the partnership-type and corporate-type uncorporations, particularly the LLC in the United States (US-LLC), the SAS in France and Colombia, the LLP in United Kingdom (UK-LLP), Singapore (S-LLP), India (I-LLP) and Japan (Yugen Sekinin Jigyou Kumiai, J-LLP). We find that, given the pitfalls in the evolution of uncorporation laws, an international Model Act would be consistent with lower transaction and information costs and could help to encourage cooperation between firms situated in different jurisdictions.
We survey law firms, firms and institutional investors to better understand their preferred method of intracorporate dispute resolution in Brazil. Consistent with a number of theories, we find that these organizations prefer arbitration to...Read more
We investigate how state Universal Demand statutes (UD) affect recruitment and retention of outside directors. UDs require plaintiffs to obtain board support before a derivative suit can commence. This requirement significantly increases the...Read more
We find that ownership changes much less over time in private firms than in public firms. The average largest shareholder in private (public) Norwegian firms keeps the same stake in 82% (14%) of two consecutive years. In private firms past...Read more
The digital transformation is disrupting the financial sector. Venture capital, private equity and hedge funds are also affected. We see more and more firms implement emerging technologies in their investment process. There are several common...Read more