Archive for the ‘Scholarship’ Category

The Joint Venture Fable

Monday, June 28th, 2010

Robert Flannigan (Saskatchewan) has an interesting article,  The Joint Venture Fable, 50 Am. J. Legal Hist. 200 (2010)(SSRN).  The article is a survey of, and a commentary on, the development of the concept that “joint ventures” are distinct from partnerships:

It recurrently is assumed that a joint venture is a distinct legal form. That is not a valid assumption. The joint venture claim materialised only aberrantly in the nineteenth century. A remedial distinction within partnership law led to, or was the springboard for, the assertion that the “joint venture” had a legal identity different from every other form of commercial association. That claim was confronted and rejected by most judges and commentators. Others were opposed to equating the joint venture with the partnership, or were hesitant to do so, insisting (or worrying) that there were basic differences. That thin wedge of dissent and hesitation allowed the claim to persist. It did not, however, prosper. Additional arguments offered in justification were easily repelled. Today there remains a stale deadlock between the majority and minority views. The minority claim now appears to be that the joint venture has a legal character that, while largely defined by the law of partnership, differs in certain substantive respects and therefore exists as a distinct form of association. The claim, however, remains fabulous. It is a fabrication or concoction that rightlyhas failed to secure the imprimatur of uniform judicial approbation. There is no historical basis for a distinct law of joint venture.

Id. at 200.

Posted by Gary Rosin

Is There Any Such Thing As An LLC Unit?

Saturday, October 3rd, 2009

That question is the title of a recent article written by L. Andrew Immerman.  See 11 No. 4 Bus. Entities 20.  Immerman argues that there is a real danger with attributing reality to LLC “units” and using that term to define LLC ownership interests.  The danger is possible unanticipated tax consequences and unfulfilled expectations of the parties as to what a business deal entailed.  Use of the word “unit” leads practitioners and business people to consider LLC units to be like stock, which they may not be.  An interest in an LLC is an undifferentiated mass, and references to “unit” may disguise this.  LLC interests are split into transferable economic interests and non-transferable governance rights.  They are not split in a way that corresponds to units.  As a result, Immerman believes defining LLC ownership interests as “units” can be risky if members do not understand exactly what is being defined.

Donald Scotten

The New Uniform Limited Cooperative Association Act

Monday, September 28th, 2009

Contributing editor Thomas E. Geu (South Dakota) and co-author James B. Dean have a new article, The New Uniform Limited Cooperative Association Act:  A Capital Idea For Principled Self-Help Value Added Firms, Community-Based Economic Development, And Low-Profit Joint Ventures,  44 Real Prop. Tr. & Est. L.J. 55 (2009).

Gary Rosin

Comparative Durable Powers of Attorney

Monday, September 28th, 2009

In Curbing the License To Steal:  A Discussion of English Law and Possible reforms for the Durable Power of Attorney, 44 Real Prop. Tr. & Est. L.J. 31(2009), Amy Jo Conroy compares durable powers of attorney under the Uniform Power of Attorney Act with lasting powers of attorney under England’s Mental Capacity Act (2005).

In the United States, the durable power of attorney is a commonly used instrument, but cases of financial exploitation are increasingly finding their way into the courts. Horror stories of exploitation litter the case reporters, and many more likely go unreported.  While the durable power is a useful instrument, its use is too powerful to be left to the unfettered discretion of an agent.

     * * *

States must take action to protect their vulnerable citizens. A first step is to require that all durable powers follow a statutory form. Second, all durable powers should be registered to be effective. A third step is to require notice to be given to family members, similar to notice requirements in a guardianship proceeding. Lastly, legislators must increase court or governmental oversight by providing automatic inquiry jurisdiction so that if abuse is suspected, the initiation of guardianship proceedings is not the only solution. These safeguards will reduce the simplicity of the durable power, but that is an acceptable sacrifice to better protect our country’s vulnerable senior citizens.

44 Real Prop. Tr. & Est. L.J. at 53.

Gary Rosin

Effective FLP Line Drawing

Monday, September 28th, 2009

Family limited partnerships (FLPs) have become a staple of estate-tax planning.  Wendy C. Gerzog (Baltimore) has an article, Miller: Effective FLP Line Drawing, 124 Tax Notes 1273 (Sept. 21, 2009) (SSRN), that discusses a recent Tax Court opinion, Estate of Miller v. Commissioner, T.C. Memo. 2009-119.  Among other things, the opinion in Miller discusses when FLPs will be considered to have a non-tax purpose.

Gary Rosin

The Death of Big Law

Tuesday, September 22nd, 2009

Larry E. Ribstein (Illinois) has posted a working paper on SSRN, The Death of Big Law, in he argues that “the basic business model of the large U.S. law firm is failing and needs fundamental restructuring.”  Ribstein suggests possible changes to law-firm structure and ethics rules governing lawyers. 

The first change that he suggests is that law firms “must own a core of durable, firm-specific property”.  By that, Ribstein means firm ownership of professional goodwill (client relationships), and non-competition agreements to protect it.  No more portable practices.  To quote from “Sixteen Tons,” popularized by Tennesee Ernie Ford, but written by Merle Travis:

Saint Peter don’t you call me ’cause I can’t go
I owe my soul to the company store

Gary Rosin

Taxing Shared Economies of Scale

Tuesday, September 22nd, 2009

Modesty probably prevents him from posting this himself, but Contributing Editor Bradley T. Borden (Washburn) has an article, Taxing Shared Economies of Scale,forthcoming in the Baylor Law Review (Vol. 61) (SSRN). 

The IRS and courts have concluded that sharing economies of scale satisfies the joint-profit-motive test and that arrangements with a joint-profit motive are tax partnerships. Relying on technical analysis and economic theory, this Article argues, however, that if parties integrate resources without integrating all relevant parts of the production process, they often should not come within the definition of tax partnership.

Gary Rosin

On Joint Ventures

Tuesday, September 22nd, 2009

Robert Flannigan (Saskatchewan), has an article, The Legal Status of the Joint Venture, 46 Alberta L. Rev. 713 (2009) (SSRN), that criticizes the use of the term “joint ventures” in opinions (elegantly referred to as the “judicial lexicon”) and the mistaken impression by courts that a joint venture is a”a distinct legal form”.

Gary Rosin

“Check the Box” as Diagnostic

Tuesday, September 22nd, 2009

Heather M. Field (UC-Hastings) argues in Checking in on “Check-the-Box,” 42 Loy. L.A. L. Rev. 451 (2009) that

… the check-the-box election … lacks a coherent set of limitations….  …the policy weaknesses … of the check-the-box regulations stem fundamentally from the existence of a multi-regime system for taxing businesses.

It’s not just the “multi-regime system.”  Partnership taxation is built on an extreme aggregate view of partnerships that was not true in 1954 (or before) and still isn’t true.  Even under the UPA’s tenancy-in-partnership, partners have no meaning individual rights in, or access to, partnership property.  Partnership property is dedicated to partnership purposes; all an individual partner has is the right to distributions (if, as and when approved by the partners).  RUPA-based partnership statutes now vest title to partnership property in the entity, and not the partners. 

It’s hard to ensure economic substance in partnership allocations when the partnership tax regime itself has no economic substance.  Well, apart from the tax regime itself.

Now, if I were the Tax Czar, I’d  like to see

  1. an entity-level income tax on all multi-owner businesses, with deductions of distributions to owners, and
  2. an income tax on distributions to owners, except for, in a liquidating distribution, the amount of the original investment.

That level would the field, both as between entities, and as between debt and equity. 

Hat-tip to Paul Caron (Tax Prof blog).

Gary Rosin

RUPA and Liquidation by Sale

Monday, August 24th, 2009

This student article looks ambitious:  Tiffany A. Hixon,   Note,  The Revised Uniform Partnership Act–Breaking Up (or Breaking Off) Is Hard To Do:  Why the Right to “Liquidation” Does Not Guarantee a Forced Sale upon Dissolution of the Partnership,  31 W. New Eng. L. Rev. 797-831 (2009).  Hixon argues that

… RUPA does not require a forced sale. * * * [C]ourts should consider a buyout as an alternative to a forced sale when implementing RUPA’s dissolution provision.   [The RUPA] only guarantees a partner the right to receive his interest in cash. * * * [T]he term “liquidation” as used in the statute is ambiguous at best. As a result, courts are free to defer to their equitable powers and permit a buyout.

Id. at 800. 

Gary rosin