Partnership and cooperative law Books

Book SynopsisWith insightful commentary and specially selected cases, statutes and materials, Contract Law 3e explains and illustrates the fundamental principles and rules of Australian contract law.Table of ContentsPART 1: INTRODUCTION; PART 2: FORMATION; PART 3: SCOPE AND CONTENT; PART 4: AVOIDANCE; PART 5: PERFORMANCE AND TERMINATION; PART 6: REMEDIES

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Book SynopsisThis book provides a comprehensive and comparative explanation of the law relating to all three types of business partnership available under English law; general partnerships, limited partnerships (including private fund limited partnerships) and LLPs.Table of ContentsPreface Table of Abbreviations 1. Introduction 2. Formation and Expansion 3. Separate Legal Personality 4. Property 5. Duties 6. Management and Decision Making 7. Agency and Liability 8. Financial Issues 9. Internal Disputes and Departures 10. Litigation 11. Termination of the Business 12. Insolvency 13. Taxation Appendix

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Book SynopsisThe Law of Limited Liability Partnerships, Fifth Edition is an indispensable book for all those who advise on the legal and taxation aspects of incorporating and running an LLP. It combines concise description, practical guidance and penetrating analysis of problem areas. It also offers an international perspective through a comparative analysis of the UK LLP structure and those being enacted overseas in Canada, Dubai, India, Japan, Qatar, Singapore, the USA and other jurisdictions. Comprehensively setting out the law of LLPs in England and Wales, the Fifth Edition includes coverage and analysis of: - Newey J’s decision in Hosking v Marathon Asset Management LLP [2017] on the application of the fiduciary forfeiture rule to LLP profit sharing - the Court of Appeal decision in Grupo Mexico de CV v Registrar of Companies [2019] on rectifying the companies and LLP registers - recognition of the limited liability of foreign LLPs in the light of the Privy Council decision in Investec Trust (Guernsey) Limited v Glenella Properties Limited [2018] - ICC Jones’s decision in McTear v Eade [2019] in relation to provability of debts owed to members and insolvency setoff - decisions on section 214A of the Insolvency Act 1986 - further development of the law on repudiation of LLP agreements - the continuing development of the law on discretionary decision making in the light of the Supreme Court decision in BP Shipping v Braganza [2015] and on duties owed by LLP members - decisions on derivative claims in Harris v Microfusion 2003-2 LLP [2016] and Kallakis v AIB Group PLC [2020] - administration orders in Patley Wood Farm LLP v Brake [2016] Specialist contributors have written chapters on: Financial Services Regulation and LLPs; Taxation of LLPs; Members and Discrimination; and Whistleblower Protection. This title is included in Bloomsbury Professional's is included in Partnerships online service.Trade Review...deservedly established as the leading work on the subject for practitioners, for Judges, and for those setting up their new or existing businesses as LLPs. -- Sir Michael Briggs * Foreword to the 3rd Edition *...a comprehensive and authoritative source of reference on all aspects of LLP law for practitioners, and also for academics and postgraduate students. The close relationship of LLP law to that of general and limited partnerships, and to limited companies, means that this book will also be of interest to practitioners and researchers in those areas. * Partnership Law Forum *An indispensable reference for all practitioners involved with any aspect of LLPs. Yes, absolutely -- especially in this new edition, which certainly belongs in every practitioner’s library. * Elizabeth Robson Taylor MA of Richmond Green Chambers and Phillip Taylor MBE, Head of Chambers, Reviews Editor, “The Barrister” and Mediator *Table of ContentsChapter 1 Overview and Introductory Matters Chapter 2 Incorporation Chapter 3 The Corporate Entity Chapter 4 Formalities and Requirements after Incorporation Chapter 5 The LLP and the Outside World Chapter 6 Charges and Debentures Chapter 7 Conversion from a Partnership Chapter 8 Membership: General Matters Chapter 9 Employment and Worker Status Chapter 10 The LLP Agreement: General Principles Chapter 11 The LLP Agreement: Contents Chapter 12 Designated Members Chapter 13 Duties and Responsibilities of Members Chapter 14 Rights, Indemnities and Protection of Members Chapter 15 Discrimination and Whistleblower Protection Chapter 16 Funding and Profits and Losses Chapter 17 The Business and Affairs of the LLP: Conduct and Decision-Making Chapter 18 The Member and the Outside World Chapter 19 Cessation of Membership and its Consequences Chapter 20 UK Financial Services Regulation and LLPs Chapter 21 Accounts and Audit Chapter 22 The Appointment and Position of Auditors of LLPs Chapter 23 Taxation of LLPs and Members Chapter 24 Investigations, Striking Off and Rectification of the Register Chapter 25 LLPs in Other Jurisdictions Chapter 26 Foreign Connections and Dealing with Overseas LLPs Chapter 27 Insolvency and Winding up of LLPs: A General Introduction Chapter 28 Moratorium and Voluntary Arrangements Chapter 29 Administration Chapter 30 Receivership Chapter 31 Commencement of Winding Up Chapter 32 Unfair Prejudice and Just and Equitable Winding Up Chapter 33 Conduct of the Liquidation Chapter 34 Misfeasance and Adjustment of Prior Transactions Chapter 35 Completion of the Winding Up and Dissolution Chapter 36 Arrangements and Reconstructions Chapter 37 Disqualification Appendix 1 Limited Liability Partnerships Act 2000 Appendix 2 Limited Liability Partnerships Regulations 2001, SI 2001/1090

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Book SynopsisThis timely book examines the legal regulation of Public-Private Partnerships (PPPs) and provides a systematic overview of PPPs and their functions. It covers both the contractual relationships between public and private actors and the relationships between PPPs and third parties, such as end-users.Public-Private Partnerships and the Law fills gaps in legal literature by focusing on the example of English PPPs and providing a systematic overview of the changes that PPPs have undergone since their inception in 1992. The author develops three models for their regulation: market-analogue, state-analogue and community-analogue. The book discusses these models with appropriate case studies.Scholars and students of law and regulation will find this book to be of interest. Lawyers engaging with government contracts and public procurement will also find this to be a useful reference tool.Contents: 1. PPPs in Regulation 2. English PPPs: Institutions, Techniques and Changes 3. Organising Long-Term Relationships between PPP/PFI Partners 4. Lacking Relationships with Third Parties 5. Collective Interests between Public and Private Interests: From Pragmatism to Ethics? Conclusion: Towards an Ethic of Care IndexTable of ContentsContents: 1. PPPs in Regulation 2. English PPPs: Institutions, Techniques and Changes 3. Organising Long-Term Relationships between PPP/PFI Partners 4. Lacking Relationships with Third Parties 5. Collective Interests between Public and Private Interests: From Pragmatism to Ethics? Conclusion: Towards an Ethic of Care Index

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Book SynopsisProfessors Hillman and Loewenstein have assembled in one volume insightful contributions on a range of important legal topics within the law of non-corporate forms of doing business. Contributors to the work are the Who s Who within the fields of partnership, LLC and alternative business forms who collectively provide multi-disciplinary perspectives on a wide range of topics such as the limits of private ordering, the implied covenant of good faith and fair dealing as a governor on overreaching, tensions alternative business forms place on traditional agency law, the growing use of LLCs for cross border tax planning, and trends in disassociation and dissolution. There are also seven chapters devoted to important developments for non-corporate organizations in the UK, Japan, China, Russia, India, Taiwan and Brazil. This book should be on every business organization practitioner or academic's bookshelf.'- James D. Cox, Duke University, USWhile the partnership has been a viable alternative to incorporation for centuries, the much more recent limited liability company (LLC) has increasingly become the business organization of choice for new firms in the United States. This Handbook includes extensive discussion of alternatives to incorporation, including several chapters devoted to alternative entities in foreign jurisdictions. Distinguished contributors include academics, practitioners, and prominent jurists.This Handbook explores partnerships, LLCs, business trusts and related topics. Specially commissioned chapters by leading scholars in the field examine issues such as fiduciary duties, agency principles, contractual freedom, tax treatment, the special circumstances of law firms, and dissolution. While much of the emphasis is on US law, a number of chapters also include treatments of Japan, the UK, Russia, China, Taiwan, India and Brazil.This Handbook s expert analysis makes it a valuable resource for both scholars and practitioners of business law, as well as law students.Contributors: A. Afsharipour, R. Axberg, E. Berry, B.T. Borden, D.M. Branson, C.V. 'Cass' Brewer, J.W. Callison, A.A.S. de Camargo, D.A. DeMott, A.G. Donn, F.A. Gevurtz, N. Grossman, M.M. Harner, J.M. Heminway, N.C. Howson, J. Ivey-Crickenberger, R.R. Keatinge, J.T. Laster, A. Jen-Guang Lin, M.J. Loewenstein, M. Manesh, A. Martin Rhodes, B. Means, J.H. Murray, P.B. Oh, V. Orlov, T.E. Rutledge, Z. Shishido, L.E. Strine, D.J. WeidnerTrade Review‘Professors Hillman and Loewenstein have assembled in one volume insightful contributions on a range of important legal topics within the law of non-corporate forms of doing business. Contributors to the work are the Who’s Who within the fields of partnership, LLC and alternative business forms who collectively provide multi-disciplinary perspectives on a wide range of topics such as the limits of private ordering, the implied covenant of good faith and fair dealing as a governor on overreaching, tensions alternative business forms place on traditional agency law, the growing use of LLCs for cross border tax planning, and trends in disassociation and dissolution. There are also seven chapters devoted to important developments for non-corporate organizations in the UK, Japan, China, Russia, India, Taiwan and Brazil. This book should be on every business organization practitioner or academic’s bookshelf.’ -- James D. Cox, Duke University, USTable of ContentsContents: Introduction PART 1 CONTRACTUAL FREEDOM 1. The Siren Song of Unlimited Contractual Freedom Leo E. Strine Jr. and J. Travis Laster 2. Freedom of Contract for Alternative Entities in Delaware: Myth or Reality? Mark J. Loewenstein 3. Contractual Freedom and Family Business Benjamin Means PART 2 INTERNAL RELATIONSHIPS 4. Alternative Entities in Delaware—Re-introduction of Fiduciary Concepts by the Backdoor? Douglas M. Branson 5. Achaian and Interest Transfers among Existing Partners and Members J. William Callison 6. Agency in the Alternatives: Common-law Perspectives on Binding the Firm Deborah A. DeMott PART 3 RELATIONSHIPS WITH THIRD PARTIES 7. Is the Liability of Limited Liability Entities Really Limited? Allan G. Donn 8. Mitigating the Impact of a Counterparty LLC’s Financial Distress Jennifer Ivey-Crickenberger and Michelle M. Harner 9. Attacking Asset Protection LLCs Franklin A. Gevurtz PART 4 TAX AND ACCOUNTING 10. Tax Aspects of Partnerships, LLCs, and Alternative Forms of Business Organizations Bradley T. Borden 11. Capital Accounts in LLCs and in Partnerships Donald J. Weidner PART 5 DISSOLUTION AND FUNDAMENTAL CHANGES 12. Fundamental Changes in the LLC: A Study in Path-divergence and Convergence Joan MacLeod Heminway 13. Care and Loyalty after the Dissociation from or Dissolution of an Unincorporated Entity Thomas E. Rutledge PART 6 SPECIALIZED ENTITIES 14. Nonprofit and Charitable uses of LLCs Cassady V. “Cass” Brewer 15. State Laboratories and Social Enterprise Law J. Haskell Murray 16. Business Trusts Peter B. Oh 17. The law Firm as an Industry Model for Entity Choice and Management Allison Martin Rhodes and Robyn Axberg PART 7 JUDICIAL AND LEGISLATIVE RESPONSES 18. Harmonization, Rationalization, and Uniformity Robert R. Keatinge 19. Casual Convergence in Unincorporated Entity Law Nadelle Grossman 20. Dictum in Alternative Entity Jurisprudence and the Expansion of Judicial Power in Delaware Mohsen Manesh PART 8 INTERNATIONAL PERSPECTIVES ON ALTERNATIVE FORMS 21. Partnership Options in the UK: Good Things Come in Threes Elspeth Berry 22. Legislative Policy of Alternative Forms of Business Organization: The Case of Japanese LLCs Zenichi Shishido 23. Return of the Prodigal Form? Partnerships and Partnership Law in the People’s Republic of China Nicholas Calcina Howson 24. Alternatives to Capital-oriented Corporations under Russian law Vladimir Orlov 25. The Advent of the LLP in India Afra Afsharipour 26. The Evolution of Non-corporate Forms of Business in Taiwan—Introducing the LLP as an Alternative Business Form Andrew Jen-Guang Lin 27. Brazilian Alternatives to the Corporate Form of Organization André Antunes Soares de Camargo Index

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Book SynopsisJoint Venture Strategies: Design, Bargaining, and the Law is a thoughtful approach to negotiating workable joint ventures. Significant detail is devoted to performing appropriate preparatory activities to improve the range of terms that could be considered in forging contractual agreements. The book sets realistic expectations for firms who might cooperate with partners by delineating the pitfalls of venturing and anticipating the posturing of potential parties with the objective of creating synergistic returns for all. Company examples inform their explanations of how to structure controls and share the benefits of working with partners. Special detail is devoted to the needs of venture capital and private equity investors. The book is necessary homework to be read before courting attractive opportunities through joint ventures.'- Kathryn Rudie Harrigan, Columbia Business School, USAlthough they have the potential to create synergies, joint ventures by their nature contain inherent risk. Therefore, each partner in a joint venture needs to incentivize each other in order to maximize its own payoff. Extensive pre-contractual and post-contractual bargaining is essential. This book provides successful bargaining strategies from the point of view of each partner company.Using a game theoretical framework to analyze joint venture strategy, it describes practical and legal issues that arise when creating synergies and incentive bargaining in a joint venture. With a particular focus on intellectual property law, including analysis based on many real cases, the book covers issues relating to creating synergies, corporate law issues of conflicts of interest, and antitrust law issues relating to cooperation between independent companies.Theoretically new and practically useful, Joint Venture Strategies will appeal to academics and practicing lawyers. From a corporate perspective, this book is essential for successful joint venture planning and strategy.Trade Review‘Joint Venture Strategies: Design, Bargaining, and the Law is a thoughtful approach to negotiating workable joint ventures. Significant detail is devoted to performing appropriate preparatory activities to improve the range of terms that could be considered in forging contractual agreements. The book sets realistic expectations for firms who might cooperate with partners by delineating the pitfalls of venturing and anticipating the posturing of potential parties with the objective of creating synergistic returns for all. Company examples inform their explanations of how to structure controls and share the benefits of working with partners. Special detail is devoted to the needs of venture capital and private equity investors. The book is necessary homework to be read before courting attractive opportunities through joint ventures.’ -- Kathryn Rudie Harrigan, Columbia Business School, USTable of ContentsContents: Preface I. Introduction PART I INCENTIVE BARGAINING 2. Conflicts and Risks in Joint Ventures: Premises of Incentive Bargaining 3. Bargaining over Sharing Control 4. Bargaining over Sharing Total Return 5. Bargaining over Exit Rights PART II SYNERGIES AND INTELLECTUAL PROPERTY 6. Synergies 7. Intellectual Property and Incentive Bargaining PART III STAGED BARGAINING 8. Pre-Contract Bargaining 9. Legal Measures for Finalizing Bargains 10. Post-Contract Bargaining 11. Cost-Centers, Profit-Centers and Human Capital Provider Autonomy 12. Termination of Joint Venture PART IV THE SUCESS AND FUTURE OF JOINT VENTURES 13. Successful Joint Ventures: Avoiding Common Joint Venture Pitfalls 14. New Trend: Hybridization of Joint Venture Agreements and Venture Capital Investment Agreements Appendix Table of References Index

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Book SynopsisElgar Research Agendas outline the future of research in a given area. Leading scholars are given the space to explore their subject in provocative ways, and map out the potential directions of travel. They are relevant but also visionary.Taking stock of the quiet revolution that has taken place in the field of organizational law over the last few decades, this erudite Research Agenda presents a critical overview of the current state of organizational law and explores the increasingly flexible structures and capabilities of modern organizations. Explaining and evaluating new possibilities in modern organizational law, the book demonstrates that legal organizations are much more generative than widely recognized, with the capacity to enable new configurations that combine several legal transactional techniques. Chapters consider the implications of this flexibility for monitoring, regulation, and reform, examine the effects of modern transactional creativity on the rest of the legal system, suggest how organizational statutes might be harmonized, introduce non-traditional uses of modern organizations like LLCs, and propose novel ways to regulate organizations. The book ultimately highlights that the formlessness and adaptability of modern legal organizations is the foundation for a significant body of future research on the evolving role of legal entities. This path-breaking Research Agenda will prove invaluable to academics and students of company law, partnership law, and agency law, as well as transactional lawyers and analysts of organizations in other fields. Its extensive critical analysis will benefit all those who use, study, and regulate modern legal organizations.Trade Review‘Organisations are at the heart of private law. This book takes an inspiring new look at them - broader and more fundamental than ever before, and from a highly innovative transactional perspective. Shawn Bayern has achieved nothing less than a rediscovery of the anatomy of organisations: A must read, especially for corporate lawyers!’ -- Florian Möslein, Philipps University of Marburg, Germany‘In A Research Agenda for Organizational Law, Professor Bayern takes a fresh look at relatively entrenched legal doctrine: the law of business associations. He finds this body of law significant, complex, and (in certain aspects) suboptimal. His precise, clear, suggestions for reform are responsive and realizable. A worthy read for policy makers, business law academics, and lawyers alike.’ -- Joan Heminway, The University of Tennessee, US‘Bayern is the Lewis Carrol of corporate law. Each step in the argument is commonsensical, but the journey somehow leads you through the looking glass. Take private ordering for example. LLCs have proliferated in recent years, even as courts have allowed waiver of once-mandatory corporate law rules. The virtue of this system is flexibility and its vice is that vulnerable individuals may find it even harder to protect their interests, right? Bayern shows the opposite, how the contractualization of organizational law may lead to a hardening of organizational structures – often to the benefit of the least powerful members of our society.’ -- Andrew Verstein, UCLA School of Law, USTable of ContentsContents: Preface Acknowledgements xv List of Abbreviations—Dramatis Personae 1 Introduction to modern organizational law 2 Harmony and disharmony in organizational law 3 The possibilities of modern legal organizations 4 The consequences of modern legal organizations 5 Regulating modern legal organizations Index

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Book SynopsisBusiness between England and Germany has flourished in recent years and looks set to continue to develop in coming years. This collection examines the legal framework of joint ventures between English and German companies. It addresses the laws in these two countries and draws helpful comparisons between the two. The contributions point out pitfalls that lawyers who are not familiar with both German and English law are likely to overlook and which may cause major problems when joint venture companies are established. This book consists of four parts. Each of these has been written by a team of leading German and English lawyers. The authors are specialists in this field and the contributions are rich with their practical insights. The studies were presented at the 1999 Anglo-German Law Conference in Oxford,organised under the auspices of the Oxford Law Faculty, with the support of three leading English and German Law firms. The first part deals with the formation of a joint venture company. It discusses the types of companies which are usually used to establish joint ventures as well as the rights and obligations of members. It also addresses the law and legal practice relating to memoranda of understanding, warranties and indemnities, joint venture agreements, and the valuation of contributions. The second part concerns the management of joint venture companies. It analyses how shareholders can influence management decisions, the rights and obligations of directors and parent companies, as well as the legal position of minority shareholders. This part also describes the relevant laws protecting employees. The third part addresses European Union as well as English and German competition law. It considers the circumstances which trigger merger control mechanisms and presents two illuminating case studies. The last part deals with the termination of joint ventures. It presents and analyses several popular termination clauses including Russian Roulette, pre-emption rights, and rights of first refusal. This collection will be indispensable to practising lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics concerned with European commercial or comparative law. Contents I. Some Comparisons Between Common Law and Civil Law by Gerhard Dannemann II. Structuring the Joing Venture by Ian Hewitt and Prof Dr Gerhard Picot III. Protecting the Various Interests in the Joint Venture by David Kershaw and Dr Wolfgang Witz IV. Joint Ventures Under EU and National Competition Laws by Jochen Burrichter, Rod Carlton, Dr Thorsten Mager and Alison Byrne V. Termination of the Joint Venture by George Goulding, Dr Hans-Jurgenn Hellwig, Tim Boxell and Bonnie CostelloeTrade ReviewThis book is...highly recommended to practising lawyers and in-house counsel whose practice is in the area of Anglo-German business affairs. Academics and students with a legal interest in relation to EU, European commercial or comparative law should also find this book a useful resource for study and research. However, this book should not be limited to those with a legal background. It is also recommended to business academics and students who are in international businesses, particularly in England and Germany. Nga Pham International Trade and Business Law Review Volume 9, 2005 Written by specialists, including members of leading English and German law firms, the text provides a richly textured insight into the nature and operation of joint ventures underpinned by an informed commentary as to the distinctive considerations brought to bear under two highly developed systems of law. It is to be hoped that the forgoing gives an idea of the exhaustive range of issues covered by this book and will encourage it to be read. The editing has ensured that each section forms an integrated whole and one does not have to untangle the overlaps and gaps that often mar collections of conference papers. The flyleaf claims that the collection will be indispensable to practicing lawyers and of real interest top legal academics. This is a justified claim and one looks forward to the publication of the papers given at the second Anglo-German Law Conference which addressed Mergers. Nicholas Sinclair-Brown Cambridge Law Journal September 2002Table of ContentsSome comparisons between common law and civil law, Gerhard Dannemann: negotiating instruments, drafting agreements, substantive law differences, choice of law implications; execution of agreements; going to the courts. Structuring the joint venture, Ian Hewitt and Professor Dr Gerhard Picot: introduction; types of legal structures for joint ventures; international joint ventures - tax issues; negotiating and forming the joint venture; conclusions. Protecting the various interests in the joint venture, David Kershaw and Dr Wolfgang Witz: introduction; board and management structures; method of appointment and removal of directors; different board structures; methods of establishing board and management structures; position of subsidiary companies; position of management below board level; duties of directors; shareholder decisions; minority rights; enforcement of minority rights; legal rights of the minority; remedies available; expert adjudication; arbitration; employee protection; abbreviations. Joint ventures under EU and national competition laws, Jochen Burrichter, Rod Carlton, Dr Thorsten Mager and Alison Byrne: joint ventures under European Community competition laws; the treatment of joint ventures under the merger regulation; case analysis of joint ventures; treatment of joint ventures under Article 81 EC Treaty; UK competition law. Termination of joint venture, George Goulding, Dr Hans-Jurgen Hellwig, Tim Boxell and Bonnie Costelloe: introduction; formation of the joint venture; termination by change of ownership; termination by dissolution; doctrine of qualified factual group under German law; conclusion.

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