Lakhasly

Organizational law } comprising the bodies of law that govern standard legal entities such as business corporations, partnerships, cooperatives, nonpro"t organizations, trusts, limited liability companies, and marriages } serves many functions of an essential- ly contractual character. These contractual functions } which include most matters involving the allocation of authority and earnings among the participants in the "rm } could, however, be performed relatively easily by private contracting even in the absence of organizational law. A far more important function of organizational law, we argue, is its role in partitioning property rights between creditors of a "rm and creditors of the "rm's owners and managers. In particular, organizational law plays a crucial role in permitting the formation of a separate pool of assets that can be pledged to bond the contracts of which the "rm is the nexus. While the law's role in partitioning o! these bonding assets is seldom remarked, it is far more signi"cant than the better-studied rule of limited liability that characterizes many, but not all, legal entities. ( 2000 Elsevier Science B.V. All rights reserved.

Organizational law } comprising the bodies of law that govern standard legal entities such as business corporations, partnerships, cooperatives, nonpro"t organizations, trusts, limited liability companies, and marriages } serves many functions of an essential- ly contractual character. These contractual functions } which include most matters involving the allocation of authority and earnings among the participants in the "rm } could, however, be performed relatively easily by private contracting even in the absence of organizational law. A far more important function of organizational law, we argue, is its role in partitioning property rights between creditors of a "rm and creditors of the "rm's owners and managers. In particular, organizational law plays a crucial role in permitting the formation of a separate pool of assets that can be pledged to bond the contracts of which the "rm is the nexus. While the law's role in partitioning o! these bonding assets is seldom remarked, it is far more signi"cant than the better-studied rule of limited liability that characterizes many, but not all, legal entities. ( 2000 Elsevier Science B.V. All rights reserved.