Alternative Business Forms

current issue of the Economist has two interesting pieces (here
and here)
detailing forms of business that are acquiring prominence in the US markets and
posing a challenge to the dominance of corporations (or companies) as the main
form of business vehicle. Referring to this phenomenon as “distorporation”, it primarily
alludes to the master limited partnership (MLP).
details are described as follows:
The “master limited partnership” (MLP)
combines the limited liability of a corporation, the tax advantages of a
partnership and the governance of a private firm. MLPs do not pay corporate
taxes so long as profits are passed on to investors each year. They also pay
less attention to shareholder rights. A tidal wave of capital is washing
towards these and other, similar “pass-through” structures … Together, they
represent a mere 9% of the number of listed companies in America, but in 2012
they took in 28% of the equity raised on public markets and paid one-third of
Wall Street fees.
are two key drivers behind the emergence of these types of vehicles. First,
they minimize the tax burden. Second, they do not fall within the purview of
details rules regarding corporate law and governance. While this facilitates
the establishment of businesses more efficiently, there could be issues regarding
loss of revenue and limited protection to minority investors.

The Economist adopts the position that such distortions in business vehicles
can be avoided if taxes are streamlined and regulatory aspects of governance
are loosened. However, it is not clear if the regulatory response would be on
similar lines. In any event, such occurrences seem to have triggered a race to
the bottom when it comes to competition between different business forms as far
as governance and minority protection are concerned.

About the author

Umakanth Varottil

Umakanth Varottil is an Associate Professor at the Faculty of Law, National University of Singapore. He specializes in corporate law and governance, mergers and acquisitions and cross-border investments. Prior to his foray into academia, Umakanth was a partner at a pre-eminent law firm in India.

1 comment

  • Tentative Offhand Reaction:
    Anyone who cares to, to begin with, have a quick look through the cited two articles, also the insightful comments thereat of the enlightened readers’ posted, cannot fail to instantly decipher that the subject write-up has simply touched the tip of the iceberg. For knowing and fully understanding the true implications of the novel idea of ‘distorporation’ and its hidden/not so-obvious impact on the nation’s economy – in a way, the anti-social /-national effect or consequence of the concept in more than one respect,- recommend a mindful reading of those articles.
    For a quick synopsis, suggest having a glimpse of the extracts as put out, simply for highlighting, in the personal Blog @

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