The Governance of Close Corporations and Partnerships US and European Perspectives

This volume focuses upon the processes by which new business organization forms have developed in the US, UK, and continental Europe. Part I addresses the theoretical developments in partnership and close corporation law. In Part II, the contributors offer insights into the forces shaping theevolution of partnership-type business forms in the US, UK, and several European jurisdictions, and Part III provides detailed analyses of the Limited Liability Company (LLC), Limited Liability Partnership (LLP), the European Private Company, and the Dutch partnership form.The debate on the design of business organization forms adapted to meet the current needs of a range of closely held firms has gained momentum amid the continuing pressures to supply the most competitive business form for small and medium-sized enterprises (SMEs). Which economic and political forcesare responsible for the emergence of new limited liability forms for SMEs? Over the last decade this question has often been addressed, as corporate law scholars, practitioners, and policymakers have increasingly directed their attention towards introducing partnership-type business forms. In theUS, states have incentives to take a proactive attitude towards legislative innovations in the field of business organization law, so as to capture and retain closely held firms. In recent years, a rapid succession of statutory innovations of partnership forms (such as the introduction of the LLCand rapid adoption of the LLP) have transformed business organization law.Similar processes can also be identified in the UK and continental Europe. While the EC has pursued the harmonization of the law of public corporations, there has been no real attempt to adopt a series of similar measures for the benefit of closely held firms. A group of European business leadersand experts, however, have drafted recently a business organization statute appropriate for SMEs engaged in cross-border business.

Joseph A. McCahery is Professor of International Business Law at Tilburg University and Research Fellow at the Tilburg Center for Law and Economics. Theo Raaijmakers is Professor of Corporate Law at Tilburg University. Dr. Erik P. M. Vermeulen is at the Center for Company Law, Tilburg University.