Arbitrage spaces in the offshore world: Layering, ‘fuses’ and partitioning of the legal structure of modern firms

In this article, we discuss the way offshore financial centres are used by the multi-subsidiary, multi-jurisdictional group structure known as the ‘multinational enterprise’ to arbitrage between social geographies of political jurisdictions. We define arbitrage as the use of corporate legal entities located in diverse jurisdictions to arbitrate a third country's rules and regulations. Using a new method to categorize firm-level data from Van Dijk’s Orbis, we operationalize the notion of arbitrage to systematically detail and compare the structural sequencing choices firms are making, likely in part for reasons of arbitrage. We base our techniques on legal theory of the firm, acknowledging the underpinning of social technologies of law and accounting by which business enterprises are constructed and maintained. We conclude that two specific types of entities, ‘standalones’ versus ‘in-betweeners’, are qualitatively different from others in the activities they perform. We also highlight the existence of liability structures, or ‘fuses’, which typically take the form of a split ownership arrangement. Ultimately, we demonstrate that the position of a firm’s subsidiary within the overall network ecology of that firm is as important as its jurisdictional registration location.

Miteigentum an Grundstücken und einfache Gesellschaft

Although there is agreement that a pro rata entitlement is permissible in the simple partnership, the necessary interaction of Art. 646 ff. ZGB on co-ownership law and Art. 530 ff. OR on the law of the simple partnership is dealt with only rudimentarily. This is the point at which the work picks up, in that the two institutes of co-ownership and simple partnership are examined individually as well as in relation to their coordination possibilities in the case of real estate. The fundamental discussion of the legal institutions of co-ownership and simple partnership yields further insights of practical relevance. Thus, the delimitation difficulties between co-ownership and joint ownership as a result of simple partnership are also presented, general indications for the structuring of an agreed co-ownership arrangement are provided, and the concerns raised in the doctrine regarding pro rata entitlement in simple partnership are discussed.

Common Ownership and Equality of Autonomy

In recent years, common ownership has enjoyed unprecedented favour among policy-makers and citizens in the United States, Canada, and Europe. Conservation land trusts, affordable-housing co-operatives, community gardens, and neighbourhood-managed parks are spreading throughout major cities. Normatively, these common-ownership regimes are seen as yielding a variety of benefits, such as a communitarian ethos in the efficient use of scarce resources, or greater freedom to interact and create in new ways. The design of common-ownership regimes, however, requires difficult trade-offs. Most importantly, successful achievement of the goals of common-ownership regimes requires the limitation of individual co-owners’ ability to freely use the common resource, as well as to exit the common-ownership arrangement. This article makes two contributions. First, at the normative level, it argues that common ownership has the potential to help foster greater “equality of autonomy”. By “equality of autonomy”, I mean more equitable access to the material and relational means that allow individuals to be autonomous. Second, at the level of design, this article argues that the difficult trade-offs of common-ownership regimes should be dealt with by grounding the commitment to equality of autonomy in the context of specific resources. In some cases, this resource-specific design helps to minimize or avoid difficult trade-offs. In hard cases, where trade-offs cannot be avoided, this article offers arguments for privileging greater equality of autonomy over full negative freedom.

Special investment, ownership – holding arrangement and incentive efficiency: a theoretical model analysis on ownership bonding within enterprise group

A theoretical explanation for partial ownership arrangement existing among group members is provided under the background of specific investment between vertical suppliers and buyers. Through installing specific investment degree parameter, relative bargaining capability parameter, outside option value parameter and average premium (discount) price coefficient into the same model framework, some major conclusions are obtained about the relations between the first-best partial ownership and those parameters. In final, the interrelations between the first-best partial ownership and special investment efficiency are discussed, and it’s pointed out that under the conditions of the same technical parameters, the investment efficiency in the case that the upstream firm belongs to public-company type is greater than that in the case of the owner-managed company type

The Ownership Trust and Succession Paralysis in the Family Business

This article shows the key role of the ownership system in the healthy development of the family business. Specifically, the analysis focuses on a case in which the ownership of a family business is held in trust. The paralyzing impact of this ownership arrangement on the business and family systems is described, revealing dysfunction in authority relations in general and succession processes in particular. An interpretation is offered to suggest that the trust has allowed the founder, long dead, to effectively retain control. The resulting diagnosis yields several implications for the development of family business theory and practice.