Congratulations to Larry Ribstein on his new book from OUP, The Rise of the Uncorporation. I somehow got a comp copy in the mail, just finished reading it, and it is terrific. A gracefully written essay on business law!(!!) It manages to meld together law, history of business and legal forms in business, law and economics, and sociology into an exceptionally readable short book. The discussion of the rise of the LLC is fascinating – I thought I knew all about it, as someone who teaches private equity and business associations, but boy, was I wrong. The frame of social history in business form is a real contribution to a field that is oddly neglected by legal academics, the political and social theory of the corporation and the business assocation.
(My only complaint is that at $70 list, and $50 on Amazon, it is still a little pricey at least if, like me, you would want it for students and courses, like my private equity course, where it would be a fantastically useful and readable supplement. I think OUP has missed on market pricing here. I would love to require it as a secondary text in my private equity course, but at that price, I don’t think I can justify it. Maybe when it’s out in paperback? Or Kindle?)
some guy in ohio says:
The book is actually entitled, “The Rise of the Uncorporation”.
Sound interesting: from the Amazon description:
January 16, 2010, 3:42 pmSuperSkeptic says:
Chapter one seems to be available on SSRN (for free).
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1463684
January 16, 2010, 3:44 pmKenneth Anderson says:
Whoops – thanks – made the same mistake finding it on Amazon!
January 16, 2010, 4:16 pmreadery says:
Why in the world should Ma and Pa and Uncle Jim have to the setting room and call them there funny Incorporator hats and hold this here Incorporation meeting to sign them Articles of Incorporation, sell themselves these shares using that funny-looking transfer book that Uncle Jim has to figure out to use, hold a high-falutin’ Shareholders Meeting in the settin’ room wearing these Shareholder hats just to elect themselves to the Board of Directors, then hold a darn tarnation Board of Directors Meeting in the kitchen and pass all these fancy by-laws none of them could understand if they read them and they can get by just fine without reading them thank you Ma’am, just to elect themselves Officers, give, themselves these fancy high fallutin’ titles, and then have hours and hours of these minute books taking up all the bookshelves on top of the Bathroom Reader, just so Ma and Pa can run a little Ma and Pa business out of the gaa-rage and just to keep the house from gettin’ taken’ if some big-city lawyer chokes on Ma and Pa’s home-made apple cider?
Or why should they pay a lawyer and an accountant big wads of cash to create a bunch of make-believe pretending they’ve actually did all these things (when nobody believes it anyway)?
There’s got to be a better, cheaper way.
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January 17, 2010, 11:21 amBZ says:
Just FYI, and probably no surprise to Prof. Anderson, there is a more recent trend in some parts of business entity choice: the unincorporated association. The Uniform Unincorporated Association Act and its state-adopted variants have generated some interest in avoiding all of these artificial persons in favor of just doing business without a form. Key to the trend is the recognition of protection from some degree of personal liability by the use of an UA. Granted, my info is purely anecdotal, but it would be interesting if someone has looked seriously at this.
January 17, 2010, 11:32 amjcm says:
Sir, european book ; british and dutch are extremely expensive. That book is cheap by their standard. I live in Venezuela and the government allows us 400$ a year only via credit card. with that i can buy more or less 10 books. But i have been unable to buy books from the Political thought collection by the rival of the company you named – And there are not spanish translation of most of them. With luck i can find an italian version. But Anglo-Saxon authors are only available from them
January 17, 2010, 11:37 amLaw book in the USA published by for profit companies anyway are also extremely expensive. Once and then also by universities press but the latter is unusual
Try to find a good version of Blackstone or the Dissertation by Adams ( not abridged )
And dont wait for the paperback, thy almost never publish a paperback . And if so, are expensive.The best shot is the 30% discount at the webstores
Just Dropping By says:
As someone whose cases not infrequently get tangled up with “un-corporate” governance issues, I appreciate the tip about this book.
January 17, 2010, 12:39 pmKenneth Anderson says:
I’m curious if anyone has anything to add to BZ’s question/comment re unincorporated associations?
jcm, re the expense of law books, I feel your pain! These days, I try to be very, very choosey in text selection because I know the students pay zillions for these books.
January 17, 2010, 1:32 pmRich says:
the classes I teach are in information systems where the books tend to start at $150 and the publisher comes out with a new edition every two years.
January 17, 2010, 2:05 pmOf late I am only requiring texts that have a downloadable PDF or some sort or an electronic copy that is 1/2 price or less option. if it is the text only I go to something else.
I have one text, paperback, for $80.00 that in the new edition switched the order of two chapters and changed just a little in one chapter. Needless to say I told students the older edition was fine.
Chris Travers says:
Looks like an interesting book. I may have to get it.
One thing I am watching in my industry is the rise of what I call “unincorporated conglomerate commercial networks” some of which are tied to not-for-profit corporations but many of which are entirely informal entities (perhaps a good way to look at them would be informal limited partnerships based on join ownership of intangible assets and informal, but agreed upon, codes of conduct).
On the surface, these sorts of networks seem to raise all sorts of anti-trust/collusion concerns. However, the way they are generally implemented tends to skirt around them. For example, while there is generally an unspoken code of conduct that one holds to uniform terms for licensing copyrights (whether or not this is strictly required as a matter of law), price fixing per se doesn’t occur (or rather only occurs on the licensing side, and at $0).
For example, my firm participates with several other businesses in the joint development of a financial software accounting program. The copyrights to this program are jointly held, but we all license the software under uniform terms, and free of charge. While this is all done with informal contracts (i.e. shared expectations), it works reasonably well. However legal issues in this area are rather unsettled. In general, the control structures are cultural rather than legal.
January 17, 2010, 2:05 pmnzt says:
wow, big bucks
January 17, 2010, 7:14 pmSammy Finkelman says:
From the Amazon description:
>> “uncorporations” including general and limited partnerships and limited liability companies, are now the dominant business form of non-publicly-traded firms.
????
What strikes me as wrong about this is that I thought the trend over the years was TOWARDS a corporation as a business form and away from such things as partnerships. This is not only true with smalleer firms (like stores or medical practices, – or insurance companies – but even with some very famous things like the New York Stock Exchange have become corporations.
What’s he talking about? Now there are MORE uncorporations?
Something’s wrong here. Maybe you could show statistics that more businesses are not corporations than are, and have a statistic to prove it, but is the trend away from or to corporations? This claim looks so sloppy that it is probably just a lie.
Now that is not to say there can’t be and isn’t somee subset of organization wheree the trend is away from a corporate form of ownership but I think that would only be some form of investing group and thee reason would be to escape regulation. That would be the orivate equity and publicly traded partnerships the book is talking about. But that’s not the same thing as saying that there is “now” The Rise of the Uncorporation. I think the book is marrying a statistic that is going against its thesis, to some anecdotes about a certain field of business and trying to claim the non-corporation is now becoming more predominant in a place wher it isn’t.
‘
January 17, 2010, 8:07 pmChris Travers says:
Reading the title, I assumed it was about a shift away from traditional corporate forms (sub-s and sub-c) and towards limited partnerships, LLC’s, and the like.
One could argue that LLC’s are a form of corporation. The book description seems to assume they are not.
January 17, 2010, 8:39 pmKenneth Anderson says:
“This claim looks so sloppy that it is probably just a lie.”
Umm … before jumping to the conclusion that the author is either stupid or lying, you might consider that he is one of the two or three leading scholars of the unincorporated business form in the United States. Yes, he does know what he’s talking about.
January 17, 2010, 9:22 pmDale Gribble says:
Professor Ribstein was an untenured faculty member at my school (Wash U 88). We made a big mistake when we did not keep him.
January 18, 2010, 1:01 pmRV says:
I see how the claim may be confusing for those like Sammy Finklestein who have no understading of what corporations, LLCs, GPs, LPs, LLPs, etc are. But perhaps looking up these terms before calling the author is a liar is a better approach.
Anecdote is not the sigular of evidence, but I have been involved in the organization of several businesses over the past few years and unless there was some unique reason to use a corporation, I have generally used an LLC.
January 18, 2010, 1:39 pmRV says:
Oh, and LLCs are most certainly not a type of corporation.
January 18, 2010, 1:41 pmv says:
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January 23, 2010, 7:02 am