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For the past 200 years business law and scholarship has been dominated by a single business form — the corporation.
The age of corporate dominance may, however, be coming to an end. The last decade has seen the rapid development of new types
of business associations, including limited liability companies and limited liability partnerships, based on the contractual
partnership model rather than the corporate model. We have also seen increased flexibility in existing business forms such
as the limited partnership and business trust. These business forms may be ushering in a new age of the "uncorporation."
Despite the significance of these developments, until now there has been no conference that seeks to explore them in depth.
Although there have been many conferences on unincorporated firms, these have consisted mainly of specialists in this area.
None has focused the attention of major corporate theorists on this topic.
The University of Illinois College of Law will hold the first in-depth conference on the ramifications of the rise of the
uncorporation for corporate law. The format of the conference will be four to five panels, each featuring one or two main papers
and one or two commentators. The format is intended to elicit both in-depth thinking about a range of topics, and creative
responses that consider both the broader implications of these papers and their relationship to existing corporate legal
scholarship. The main papers and comments will be published in the Illinois Law Review. This conference promises to
establish the outlines of the debate in this important new area.
The rapid developments of new types of business associations have been spurred by many factors, including changes in tax laws,
the creative efforts of lawyers and state legislatures, and basic changes in the structure of firms.
Uncorporations already have gone a long way toward replacing traditional partnerships and close corporations in closely
held and professional firms, and raise questions about the survival of the traditional public corporation form for
publicly held firms. More fundamentally, these developments have implications for such issues as the nature of
contracting in business associations, the effects of jurisdictional competition and regulatory arbitrage,
and the future of limited liability.
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