The Siren Song of Unlimited Contractual Freedom

Citation: Leo E. Strine, J. Travis Laster (2014/08/18) The Siren Song of Unlimited Contractual Freedom.
Internet Archive Scholar (search for fulltext): The Siren Song of Unlimited Contractual Freedom
Download: http://ssrn.com/abstract=2481039
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Summary

Argues contracting freedom reasons for alternative entities (LPs and LLCs) do not hold up. Pass-through taxation can remain a feature of LPs and LLCs even if standards for fiduciary duties were for alternative entities were part of corporate law. Alternative entity charters are very long and convoluted, one-sided take-or-leave in favor of management, and yet do not benefit from centuries of corporate common law, to the detriment of all.