The Law of Non-Capitalist Enterprises

Enterprises come in many legal shapes and forms. They include sole-proprietorships, partnerships, limited partnerships, cooperatives, limited liability companies, closely held and publicly traded corporations to name only the best known among them. All of the above operate as for-profit entities, all can be turned into vehicles for maximizing the returns on capital, but most might also serve other purposes as well, even primarily. Such purposes may include but are not limited to sustenance of families, the benefits from collaboration, returns on labor, protection of the environment, fostering communities, alleviating poverty. Simply put: The class explores the relation between legal form and business purpose for firms with two or more participants (excluding sole proprietorships) other than capitalist entities. It offers an overview of legal forms beyond the corporation, which fills an important gap in the standard law school curriculum that has a strong emphasis on publicly traded corporation. More broadly, there has been a fairly recent revival of interest in cooperatives, including for digital platforms. Furthermore, legislature in different jurisdictions have begun to develop alternative legal forms that accommodate purposes other than maximizing the interests of capital for for-profit firms, including the public benefit corporation in the US, or the “steward ownership company” in Germany.