Partnerships with limited liability and creditor protection in China: a comparative perspective from the UK and US

Wei, Chuyi (2015) Partnerships with limited liability and creditor protection in China: a comparative perspective from the UK and US. PhD thesis, University of Glasgow.

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Abstract

This thesis is mainly concerned with the expansion of limited liability within
partnerships in the UK, US, and China and the concomitant need to strengthen
creditor protection. Limited liability used to be a privilege largely restricted to
shareholders of corporations, who are liable for corporate debts only to the
extent of their capital contributions in the corporation. Recent years have
witnessed an innovative combination of limited liability and the partnership
structure. In this thesis, the hybrid entities of limited liability and partnership
structure will be referred to as partnerships with limited liability, which include
the limited partnership, the limited liability partnership (LLP), and the limited
liability company (LLC).

As limited liability induces opportunism against creditors, corporate law contains
many stringent rules to mitigate risks for creditors. However, despite having the
liability shield similar to that of corporations, partnerships with limited liability
have a much lighter regime for creditor protection. This allows businesses to
utilise limited liability while circumventing the creditor protection rules under
the corporate law.

This thesis will highlight such regulatory asymmetry of creditor protection
between corporations and partnerships in the UK, US, and China and consider
whether it is necessary to transpose corporate rules for creditor protection to
partnerships with limited liability. Further, this thesis will make an overall
evaluation of the creditor protection regime in China and propose further
improvements, drawing on the experience of the UK and US. It is worth noting
that “UK law” in this thesis refers to the law of England and Wales, excluding
law in Scotland unless otherwise indicated.

Item Type: Thesis (PhD)
Qualification Level: Doctoral
Keywords: Limited liability, creditor protection, partnerships, China.
Subjects: K Law > K Law (General)
Colleges/Schools: College of Social Sciences
Supervisor's Name: Rahmatian, Dr. Andreas and Heidemann, Dr. Maren
Date of Award: 2015
Depositing User: Miss Chuyi Wei
Unique ID: glathesis:2015-6637
Copyright: Copyright of this thesis is held by the author.
Date Deposited: 02 Sep 2015 11:38
Last Modified: 02 Sep 2015 14:15
URI: http://theses.gla.ac.uk/id/eprint/6637

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