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Full-Text Articles in Law
Citizens United And The Corporate Form, Reuven S. Avi-Yonah
Citizens United And The Corporate Form, Reuven S. Avi-Yonah
Articles
In Citizens United vs. FEC, the Supreme Court struck down a Federal statute banning direct corporate expenditures on political campaigns. The decision has been widely criticized and praised as a matter of First Amendment law. But it is also interesting as another step in the evolution of our legal views of the corporation. This article argues that by viewing Citizens United through the prism of theories about the corporate form, it is possible to see that the majority and the dissent departed from previous Supreme Court jurisprudence on the First Amendment rights of corporations. It is also possible to then …
Citizens United And The Corporate Form, Reuven S. Avi-Yonah
Citizens United And The Corporate Form, Reuven S. Avi-Yonah
Articles
In Citizens United vs. FEC, the Supreme Court struck down a Federal statute banning direct corporate expenditures on political campaigns. The decision has been widely criticized and praised as a matter of First Amendment law. But it is also interesting as another step in the evolution of our legal views of the corporation. This Article argues that by viewing Citizens Unitedthrough the prism of theories about the corporate form, it is possible to see that the majority and the dissent departed from previous Supreme Court jurisprudence on the First Amendment rights of corporations. It is also possible to then predict …
The Attack On Nonprofit Status: A Charitable Assessment, James R. Hines Jr., Jill R. Horwitz, Austin Nichols
The Attack On Nonprofit Status: A Charitable Assessment, James R. Hines Jr., Jill R. Horwitz, Austin Nichols
Articles
American nonprofit organizations receive favorable tax treatment, including tax exemptions and tax-deductibility of contributions, in return for their devotion to charitable purposes and restrictions not to distribute profits. Recent efforts to extend some or all of these tax benefits to for-profit companies making social investments, including the creation of the new hybrid nonprofit/for-profit company form known as the Low-Profit Limited Liability Company, threaten to undermine the vitality of the nonprofit sector and the integrity of the tax system. Reform advocates maintain that the ability to compensate executives based on performance and to distribute profits when attractive investment opportunities are scarce …
The Common Law Power Of The Legislature: Insurer Conversions And Charitable Funds, Jill R. Horwitz, Marion R. Fremont-Smith
The Common Law Power Of The Legislature: Insurer Conversions And Charitable Funds, Jill R. Horwitz, Marion R. Fremont-Smith
Articles
New York's Empire Blue Ccoss and Blue Shield conversion from nonprofic cofor profic form has considerable legal significance. Three aspects of the conversion ma.ke checase unique: the role of the scace legislature in directing the disposicion of the conversion assets, che face chac it made itself che primary beneficiary of chose assets, and the actions of che scace attorney general defending the state rather than che public inceresc in che charitable assets. Drawing on several cenruries of common Law rejecting the Legislacive power to direct the disposition of charitable funds, chis article argues chat the legislature lacked power cocontrol che …
The Cyclical Transformations Of The Corporate Form: A Historical Perspective On Corporate Social Responsibility, Reuven S. Avi-Yonah
The Cyclical Transformations Of The Corporate Form: A Historical Perspective On Corporate Social Responsibility, Reuven S. Avi-Yonah
Articles
This article describes the transformations underwent by the corporate form from its Roman origins to the present. It shows that every time there was a shift in the role of the corporation, three theories of the corporation (the aggregate, artificial, and real entity theories) were brought forward in cyclical fashion. Every time, however, the real entity theory prevailed, and it was the dominant theory during periods ofstability in the relationship between the corporation, the shareholders, and the state. The article describes this evolution in detail, and then attempts to derive normative consequences for the legitimacy of corporate social responsibility (CSR). …
Need Of A National Incorporation Law, Horace Lafayette Wilgus
Need Of A National Incorporation Law, Horace Lafayette Wilgus
Articles
When the report of the Committee on Uniformity of legislation was submitted to the last American Bar Association, and consideration of the legal problems growing out of modem commercial combinations, was urged as a matter proper for discussion and action by that association, it was gravely argued by distinguished lawyers present that there was no legal problem to be solved. The Committee on Commercial Law, however, thought otherwise and said:- "The American people look to the American Bar for leadership on this question. Some one must lead. If not the lawyer, then it will be the demagogue."
A Proposed National Incorporation Law, Horace Lafayette Wilgus
A Proposed National Incorporation Law, Horace Lafayette Wilgus
Articles
In an article in the February number of this magazine1 the writer discussed the need of a national incorporation law. The following is proposed as such; its object is to set forth what, perhaps, may be possible under such a law; what some will think necessary or desirable; what some will think unnecessary and undesirable; and what others will undoubtedly think is all wrong, if not vicious. Whatever view is taken the writer's purpose will be accomplished if consideration and discussion of the proper details of such a law, are provoked. There are two classes who desire a national incorporation …