"Uncorporations” – firms that include key partnership-type features such as distribution and liquidation rights and strong-form manager incentives – are increasingly important beyond their traditional small firm domain. Uncorporations can be used to address agency problems in some types of large firms more cheaply and effectively than is possible with corporate-type monitoring. Large firms are being structured as uncorporations, as with publicly held partnerships, publicly held "private equity" firms and REITs. They are also being wholly or partly governed by separate uncorporations, as with private equity, hedge funds and venture capital firms. These developments and theoretical considerations suggest that the increasing use of uncorporations may be a long-term trend rather than the temporary product of transitory market or regulatory factors. This article discusses differences between corporate and uncorporate modes of governance, describes applications in various contexts, and suggests implications of the analysis for the future of firms and for taxation and regulation of uncorporate forms.


Law and Economics

Date of this Version

July 2007