Corporate Law: LLCs最新文献

{"title":"Built-In Gain and Built-In Loss Property on Formation of a Partnership: An Exploration of the Grand Elegance of Partnership Capital Accounts","authors":"Daniel L. Simmons","doi":"10.5744/ftr.2009.1006","DOIUrl":"https://doi.org/10.5744/ftr.2009.1006","url":null,"abstract":"This article is based on a presentation by the author at the University of North Carolina, 2007 J. Nelson Young Tax Institute.Partnerships frequently are formed with an in-kind contribution of property by one or more of the initial partners. Invariably, contributed property will have a value that differs from the contributing partner’s adjusted basis representing built-in gain or loss. The partnership sections of the Internal Revenue Code (the “Code”) contain numerous provisions designed to restrict partners from shifting the tax consequence of the built-in tax gain or tax-loss that is inherent in contributed property. In addition, a partner may be admitted to an existing partnership that has property with a basis that differs from the value of the property on the partnership books, which may in turn differ from the fair market value of the property as determined for calculating the price of admission for the new partner. This circumstance also may shift accrued gains or losses from existing partners to the entering partner. The presence of built-in gains and losses raise wonderfully complex issues regarding the structure of partnerships that challenge even the most sophisticated partnership tax lawyer.","PeriodicalId":431428,"journal":{"name":"Corporate Law: LLCs","volume":"16 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2022-04-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116844133","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Franking Credits: An Example of Formalistic Corporate Veil Piercing","authors":"D. Wallace","doi":"10.2139/ssrn.3892992","DOIUrl":"https://doi.org/10.2139/ssrn.3892992","url":null,"abstract":"Under the franking credit system of company tax in Australia shareholders can pierce the corporate veil and claim their corporation’s tax payments as prepayments for their own. Allowing shareholders to pierce the corporate veil in this way is based on the idea that a company, for tax purposes, ought to be treated like a partnership. In this paper, I discuss the fact that this inappropriately treats unalike entities alike. A large public company, for example, shares none of the features of a partnership, and so ought not to be treated like one. Treating all companies like partnerships, whether underneath the legal form of incorporation exists anything resembling a partnership or not, I call ‘formalistic veil piercing’. It involves focusing on the form and ignoring underlying social and commercial realities. I contrast the use of formalistic veil piercing under tax law with the use of the ‘formalistic separate entity principle’ in other legal contexts. The formalistic separate entity principle similarly ignores underlying social and commercial realities, though, instead of veil piercing, it applies the separate principle instead. These two formalisms, as I show, mean limited tax liability for the shareholders of large public companies, and limited tort liability for the parent companies of wholly owned subsidiaries. Because neither of these policy outcomes are desirable, I conclude that both formalisms ought to be rejected. This is the text of a talk given at the 2021 Tax Symposium: Critical Junctures/Critical Perspectives – A call for new voices in tax reform, hosted by Monash Law School","PeriodicalId":431428,"journal":{"name":"Corporate Law: LLCs","volume":"57 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-07-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131825500","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Ownership Piercing","authors":"Lécia Vicente","doi":"10.2139/ssrn.3790108","DOIUrl":"https://doi.org/10.2139/ssrn.3790108","url":null,"abstract":"In this article, I develop the concept of \"ownership piercing.\" I use the expression to suggest that courts engage in a process of evaluative reasoning to clarify who owns property rights and controls the limited liability company. I show under what circumstances courts should pierce ownership. Ownership piercing entails investigating the reality of the company's governance and tracing the real ownership profile of the company. It means defining who materially controls the company (i.e., managers or members) and how \"tamed\" or, in other words, restricted members' property rights are considering the consensual agreements between members and other stakeholders. The idea that there may be situations in which courts should ownership pierce rests on the substance over form principle, which maintains that the economic substance of transactions, rather than their legal form, be disclosed.","PeriodicalId":431428,"journal":{"name":"Corporate Law: LLCs","volume":"38 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-02-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127292148","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Corporate Family Matters","authors":"Carliss N. Chatman","doi":"10.2139/ssrn.3697229","DOIUrl":"https://doi.org/10.2139/ssrn.3697229","url":null,"abstract":"Corporate groups dominate the American economy. Known publicly by a single name—Chevron, Apple, McDonald’s, or Google—these companies are a web of affiliated entities, each with its own separate legal identity. Yet, corporate laws have failed to develop a statutory scheme that acknowledges these relationships among entities. While corporate personhood, separateness, and the accompanying liability protection are the primary reasons for using the corporate form, or business entities in general, form can be exploited by bad actors who seek to take advantage of the natural legal silos that define each legal entity in a corporate group as a stand-alone person. These legal silos enable bad actors to hide in plain sight, or to give the perception of a full disclosure without consequence, making some of the most egregious conduct either fraud that is difficult to unravel, or behavior that is disturbing but legal. This oversight leaves the system vulnerable to market manipulation through complex business structure. As a result, consumers and investors, many concerned with corporate social responsibility and impact investing, and motivated to do business with companies that support their social causes, can be manipulated into investing and spending by the silos and veils of separateness. \u0000 \u0000When individuals act in a way that defrauds the market or causes harm, criminal law, securities law, and even tort and contract law provide remedies. When companies manipulate the market across business sectors, the antitrust laws intervene. When an individual corporation manipulates the market or engages in fraud, shareholder derivative litigation in conjunction with securities regulation provide a remedy. What is missing is a solution for market manipulation using corporate groups, and in particular, the corporate family. A system is needed for acknowledging entities that work together for a common good that limits the ability to manipulate what is known to investors and consumers for purposes of altering stock price, either intentionally or incidentally. This approach is the first to distinguish corporate groups by merging substantive corporate law with procedural protocols. \u0000 \u0000This Article proposes a definition and governance regime for a particular type of corporate group—the corporate family. It defines the family as an enterprise formed by weaving corporations, partnerships, and LLCs together into a mix of public and private entities acting for the benefit of a parent corporation, or for the personal gain of one or more leaders of the enterprise. A corporation should be treated like a family when: (1) there is more than one entity with shared ownership or management, or when an entity is wholly-owned by another entity, and (2) that entity operates for the promotion of the parent’s business purposes or the manager or owner’s business interests. When businesses meet the standard for corporate family treatment, they are required to acknowledge influence and look to ","PeriodicalId":431428,"journal":{"name":"Corporate Law: LLCs","volume":"40 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-09-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127125261","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Limited Liability Partnerships Under Nigerian Law","authors":"Adewunmi Ramat Adesina","doi":"10.2139/ssrn.3690309","DOIUrl":"https://doi.org/10.2139/ssrn.3690309","url":null,"abstract":"The Companies and Allied Matters Act, 2020 (“the Act”) introduced a myriad of changes to the Nigerian business environment and corporate sector. Among such changes is the creation of a novel business structure called Limited Liability Partnerships (“LLPs”) . <br><br>This article will explore the legal framework for LLPs under Nigerian law including the:<br><br>Definition of LLPs<br>Capacity to be a partner in an LLP and minimum required number of partners<br>Prerequisite for appointment of designated partners and their responsibilities<br>Effects of incorporating LLPs<br>Relationship between partners and the extent of their liability and <br>Foreign LLPs","PeriodicalId":431428,"journal":{"name":"Corporate Law: LLCs","volume":"128 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-09-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121835401","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Artificial Intelligence, LLC: Corporate Personhood as Tort Reform","authors":"Alicia Lai","doi":"10.2139/ssrn.3677360","DOIUrl":"https://doi.org/10.2139/ssrn.3677360","url":null,"abstract":"Our legal system has long tried to fit the square peg of artificial intelligence (AI) technologies into the round hole of the current tort regime, overlooking the inability of traditional liability schemes to address the nuances of how AI technology creates harms. The current tort regime deals out rough justice—using strict liability for some AI products and using the negligence rule for other AI services—both of which are insufficiently tailored to achieve public policy objectives. \u0000 \u0000Under a strict liability regime where manufacturers are always held liable for the faults of their technology regardless of knowledge or precautionary measures, firms are incentivized to play it safe and stifle innovation. But even with this cautionary stance, the goals of strict liability cannot be met due to the unique nature of AI technology: its mistakes are merely “efficient errors”—they appropriately surpass the human baseline, they are game theory problems intended for a jury, they are necessary to train a robust system, or they are harmless but misclassified. \u0000 \u0000Under a negligence liability regime where the onus falls entirely on consumers to prove the element of causation, victimized consumers are left without sufficient recourse or compensation. Many critiques have been leveled against the “black-box” nature of algorithms. \u0000 \u0000This paper proposes a new framework to regulate artificial intelligence technologies: bestowing corporate personhood to AI systems. First, the corporate personality trait of “limited liability” strikes an optimal balance in determining liability—it would both compensate victims (for instance, through obligations to carry insurance and a straightforward burden of causation) while holding manufacturers responsible only when the infraction is egregious (for instance, through veil-piercing). Second, corporate personhood is “divisible”—meaning not all corporate personality traits need to be granted—which circumvents many of the philosophical criticisms of giving AI the complete set of rights of full legal personhood.","PeriodicalId":431428,"journal":{"name":"Corporate Law: LLCs","volume":"120 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-06-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123066039","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Related Party Transactions Under the New Belgian Company Law","authors":"E. Wymeersch","doi":"10.2139/ssrn.3617361","DOIUrl":"https://doi.org/10.2139/ssrn.3617361","url":null,"abstract":"The Belgian company code of 7 May 1999 has been replaced by a new law dated 23 April 2019, entering into force on the 1st of May 2019. The new law is entitled: “Code on companies, associations and divers provisions”. This law has been the subject of amendments implementing a European directive which have been adopted by the Parliament by Law 28 April 2020. \u0000 \u0000The new law has modified the applicable legal regime on transactions by listed companies with other related companies, as defined in the International Accounting Standard 24. These transactions have to be submitted to a committee of independents directors, who may call upon the services of an independent auditors. Their report is submitted to the board for approval. There is no intervention of the general meeting. The perimeter of this regime has been described in very strict terms: all transactions of a value above 1% of the net assets have to be submitted to the committee’s scrutiny. The law provides for sanctions – nullity – for non-compliance or general liability of directors for violations of the law.","PeriodicalId":431428,"journal":{"name":"Corporate Law: LLCs","volume":"115 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-06-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130908455","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Fraud Is Now Legal in Texas (for Some People)","authors":"V. Ricks","doi":"10.37419/LR.V8.I1.1","DOIUrl":"https://doi.org/10.37419/LR.V8.I1.1","url":null,"abstract":"Three intermediate appellate courts in Texas have held that corporate actors—directors, officers, managers, shareholders, and probably common employees and agents—are immune from personal liability for fraud that they themselves commit as long as their deceit relates to or arises from a contractual obligation of the corporation. Similar actors in limited liability companies also enjoy immunity. These courts do not require that the business entities themselves be liable for the fraud. When the entities are not liable, these new holdings leave fraud victims no remedy at all, even if a jury would find fraud. One (or maybe two) Texas appellate courts have held otherwise. The Supreme Court of Texas will probably decide the issue, and one justice has already signed on. \u0000 \u0000To date, these decisions have only been noticed in print by a few practicing attorneys. No commentator has questioned them. But the decisions are wrong. These courts claim to be following a statute, but the statute does not support the courts’ analysis. Nor does the statute’s legislative history. Surprising (and probably unnoticed) results strongly suggest the legislature never intended this reading. And what rationale could justify it? Fraud is the economic equivalent of theft. Practitioner comments on the decisions suggest that the cost of litigating fraud is too high. Texas’ reputation for pro-business policies might suggest this move is just helpful de-regulation, but it is not. Policing fraud is the only way to make markets safe for freedom of contract, and litigating fraud claims is the courts’ role. These decisions should be abandoned before they become the law in all of Texas and elsewhere.","PeriodicalId":431428,"journal":{"name":"Corporate Law: LLCs","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-04-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122900300","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"How to 'Fix' the Venture Capital Model? Regulation versus Disruption","authors":"M. Fenwick, E. Vermeulen","doi":"10.2139/ssrn.3449075","DOIUrl":"https://doi.org/10.2139/ssrn.3449075","url":null,"abstract":"There is something special about venture capital. And this “special something” goes beyond the large financial returns that can come from investing in successful start-ups. At its core, venture capital is about identifying the life-changing innovations of tomorrow and then facilitating the development and deployment of those innovations today. As such, venture capital is in the business of changing the world. This is not to downplay the central role of entrepreneur-founders in developing the underlying technologies, creating and scaling a business, and improving people’s lives, but rather to acknowledge the central role of venture capital in this process. Stories of successful start-ups in a U.S. context – think Amazon, Facebook or Google – all contain one recurring feature: the crucial support of one or more venture capitalists. \u0000 \u0000However, doubts relating to the venture capital model have been emanating from all corners of the start-up ecosystem for over a decade, raising concern that the whole model is broken. The answer is simple: the venture capital industry should also adapt to new circumstances and a rapidly changing (digital) environment.","PeriodicalId":431428,"journal":{"name":"Corporate Law: LLCs","volume":"47 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-09-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130978981","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Limited Liability Companies (1998–2018): Justice versus Common Law","authors":"E. Apevalova","doi":"10.2139/ssrn.3453755","DOIUrl":"https://doi.org/10.2139/ssrn.3453755","url":null,"abstract":"Russia’s transition to market economy demanded new legal regulation of civil turnover and entrepreneurial activity. In 1994, the first part of Civil Code was adopted and it stipulated main provisions on legal entities as well as rules on limited liability companies adopted from Germany as mentioned above. As from this time, one may speak about stage I (1994–January 1998) in the development of legislation on limited liability companies known for providing platform for regulation of legal entities, including limited liability companies, as an organizational and legal form. It was determined that a limited liability company is a company established by one or several persons with authorized capital divided into shares defined per size by constituent documents.","PeriodicalId":431428,"journal":{"name":"Corporate Law: LLCs","volume":"59 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-09-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123013119","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}