2017 Fiscal Year Final Research Report
Research on the laws ralated to the non-corporation structures
| Project/Area Number |
26380120
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| Research Category |
Grant-in-Aid for Scientific Research (C)
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| Allocation Type | Multi-year Fund |
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| Section | 一般 |
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| Research Field |
Civil law
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| Research Institution | Hiroshima University |
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Principal Investigator |
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| Project Period (FY) |
2014-04-01 – 2018-03-31
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| Keywords | ＬＰ / ＬＬＣ / Partnership / 組合 / 合同会社 / 株式会社 / 信認義務 |
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| Outline of Final Research Achievements |
To progress own business, in addition to corporation, it is popular to use partnership, limited partnership and LLC. In the US, it is more popular to use limited partnership and LLC than corporation. Some limited partnerships and LLCs are listed their common units on Secutities Exchange. Compare with laws of corporations, free of contracts is widery recognized. Even fiduciary duty, which is core duty of directores of corporation, could be eliminated in the agreement of association. When the fiduciary duty could be eliminated, especially in the case of so called Master Limited Partnerships, the protection of limited partners are weakened. So many cases and articles are confronted with that problem.
In the UK and Japan, limited partnerships, LLPs and LLCs are less popular than US. The fiduciary duty is the core duty of management and never be eliminated. Instead of those structures, the private company is most popular structure in the UK and Japan, because of flexibility of that rules.
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| Free Research Field |
会社法、金融商品取引法
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