Law Commons^™

Business Associations, Paul A. Quirós, Lynn Scott Magruder

Mercer Law Review

This Article surveys noteworthy cases that Georgia appellate courts, the United States District Courts in Georgia, and the Eleventh Circuit Court of Appeals decided during the survey period as they relate to Georgia corporate, partnership, securities, and banking law. It also reviews important acts of the Georgia General Assembly concerning the areas of corporations, partnerships, securities, and banking law.

Corporate Legal Theory Under The First Amendment: Bellotti And Austin, Charles D. Watts Jr.

University of Miami Law Review

No abstract provided.

Department Of Corporations, W. C. Van Duyne

California Regulatory Law Reporter

No abstract provided.

Toward A Distinctive Canadian Corporate Law Regime, Ronald J. Daniels, Jeffrey G. Macintosh

Osgoode Hall Law Journal

In this article, the authors consider the impact of the institutional and market environment in which Canadian business operates on the structure of corporate and securities law. The authors argue that the linkages between markets and law have been neglected by scholars, judges, and regulators concerned with Canadian corporate and securities law, resulting in the adaption of approaches that are ill-suited to the Canadian environment. Canadian capital markets, for instance, are characterized by high levels of share ownership concentration, thin trading problems, intensive inter-corporate linkages, and possibly lower levels of efficiency. In sum, these factors make the problems occasioned by …

The Business Judgment Rule: How Much Board Deliberation Is Enough When A Board Is Under Time Constraints?-Citron V. Fairchild Camera And Instrument Corp., Jeffrey M. Moss

BYU Law Review

No abstract provided.

The European Alternative To Uniformity In Corporation Laws, Alfred F. Conard

Michigan Law Review

Although the European Communities chose many patterns of business law that were parallel to the American, they deliberately rejected the American freedom of each state to frame its corporation law to suit itself. They decided to impose not complete uniformity, but a degree of "coordination" of "equivalent safeguards" that they deemed appropriate to the existence of an economic union. Leading commentators have described the process as "harmonization."

The decision to coordinate stimulates reflection on the relative merits of the American system of giving states a free choice of corporation regimes, restricted only marginally by federal securities regulation, and the European …

Department Of Corporations, E. Gassman

California Regulatory Law Reporter

No abstract provided.

A Rule Unvanquished: The New Value Exception To The Absolute Priority Rule, Clifford S. Harris

Michigan Law Review

This Note examines whether the new value exception remains part of the revised Bankruptcy Code. Part I discusses the background of the new value exception. Part II traces the development of the conflict concerning the survival of the new value exception subsequent to the adoption of the Code. It then discusses the Supreme Court's opinions in Mid/antic National Bank v. New Jersey Department of Environmental Protection and its progeny, which established the methodology for determining the impact of the revised Bankruptcy Code on preexisting bankruptcy law. Based on an analysis of the Midlantic doctrine, Part II concludes that Congress did …

Constructive Discharge: A Suggested Standard For West Virginia And Other Jurisdictions, Mark W. Kelley

West Virginia Law Review

No abstract provided.

The Experience Of Article 2 Of The Uniform Commerical Code In West Virginia, Vincent P. Cardi

West Virginia Law Review

No abstract provided.

Trade And Business Opportunities In Poland, Marek Kulczycki

Vanderbilt Journal of Transnational Law

Economic policies of the Polish Government are aimed at achieving two fundamental objectives. In the short run, the objective is rapid deceleration of high inflation and general stabilization of the Polish economy. In the long run, the objective is an irreversible transformation of the Polish economic system into a free market economy. Implementation of both policy objectives has been taking place simultaneously since January 1, 1990.

In the short term, the most important problem for us is the stabilization of the economy. Fighting inflation is perhaps the most urgent problem for us. If we cannot manage with this, it will …

Department Of Corporations, E. Gassman

California Regulatory Law Reporter

No abstract provided.

Strange Bedfellows: Corporate Fiduciaries And The General Law Compliance Obligation In Section 2.01(A) Of The American Law Institute's Principles Of Corporate Governance, Patrick J. Ryan

Washington Law Review

Business and corporate crime is a controversial social problem. Less well known is the extent to which corporate legal doctrine permits derivative litigation against corporate officials arising from deviance episodes. In this Article, Professor Ryan examines both the traditional applications of fiduciary obligation to corporate deviance and the American Law Institute's revised formulations in the still-unfinished Principles of Corporate Governance. His findings reveal the difficulties encountered in trying to enforce general legal obligations by means of corporate governance mechanisms. He predicts that the ex ante effects of the ALI provisions will be two in nature. First, fiduciary obligation and its …

Target Corporations, Hostile Horizontal Takeovers And Antitrust Injury Under Section 16 Of The Clayton Act After Cargill, Brent W. Huber

Indiana Law Journal

No abstract provided.

Company Law In The European Community: Toward Supranational Incorporation, David C. Donald

Penn State International Law Review

This article attempts to present each piece of legislation completely and individually in answer to the practical need to know what the law is, and what it requires. Yet, these measures also constitute significant elements in a monumental project, and thus the article will also indicate how each piece fits into the whole developing framework of a European law of business organizations. The first section will discuss the Community's ongoing efforts to harmonize the company law of the Member States, using the recently adopted Twelfth Council Company Law Directive as an example. This first section will distinguish the project of …

Annual Survey Of Virginia Law: The Virginia Limited Liability Company Act, S. Brian Farmer, Louis A. Mezzullo

University of Richmond Law Review

Since the passage of the sixteenth amendment' in 1913 and the income tax legislation adopted thereunder, the development of new forms of business entities has been driven largely by the desire to harmonize two goals: limited liability for the owners of the entity and pass-through treatment of the entity for income tax purposes.

Book Review, Richard Gruner

Vanderbilt Journal of Transnational Law

Large corporations are important, yet enigmatic, participants in world commerce. International corporate behavior is morally and legally significant because of its immense scope and societal impact. That behavior, however, is often so complex as to defy characterization under the simple moral or legal standards applicable to individuals. Furthermore, the ability of traditional moral or legal systems to shape multinational corporate conduct is also unclear given that large corporate bureaucracies lack the motivations and fears normally used to enforce moral or legal accountability. As one frustrated court noted, the problem is that corporations have "no soul to damn, and no body …

Employer's Guide To The Americans With Disabilities Act: From Job Qualifications To Reasonable Accommodations, 24 J. Marshall L. Rev. 693 (1991), Lawrence Postol, David Kadue

UIC Law Review

No abstract provided.

Voluntary Affirmative Action In Employment For Women And Minorities Under Title Vii Of The Civil Rights Act: Extending Possibilities For Employers To Engage In Preferential Treatment To Achieve Equal Employment Opportunity, 24 J. Marshall L. Rev. 731 (1991), Chris Engels

UIC Law Review

No abstract provided.

A Response To Elliot Richardson, 25 J. Marshall L. Rev. 33 (1991), George S. Spindler

UIC Law Review

No abstract provided.

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Annual Survey Of Virginia Law: Business And Corporate Law, Rosalie Wacker O'Brien

University of Richmond Law Review

This article reviews recent developments in the law affecting Virginia businesses and corporations. Part II discusses judicial decisions, including: a United States Supreme Court decision concerning private rights of action under section 14(a) of the Securities Exchange Act of 1934; a Fourth Circuit Court of Appeals opinion denying absolute priority to the FDIC as liquidator; two decisions interpreting the Virginia Stock Corporation Act, one by the Fourth Circuit denying the protection of the good faith standard to directors and one by the United States District Court for the Western District of Virginia refusing to characterize a failed LBO/cash merger as …

Presumed Innocent: Illinois' Rejection Of Market Share Liability In Smith V. Eli Lilly & (And) Company Is Cause In Fact To Celebrate, 24 J. Marshall L. Rev. 869 (1991), Steven Bonanno

UIC Law Review

No abstract provided.

Renegotiating Transnational Investment Agreements: Lessons For Develping Countries From The Ghana-Valco Experience, Paul Kuruk

Michigan Journal of International Law

This article describes the use of the renegotiation process to resolve problems that arise in the relations between participants in transnational investment. It draws conclusions from the successful renegotiation of an agreement executed in 1962 under which the Ghanaian government guaranteed bauxite and hydroelectric power supplies to support the smelting operations of the Volta Aluminium Company, Limited (Valco) in return for revenues from taxes and from payments for electricity, water, and use of the country's port facilities. The agreement between Ghana and Valco was entered into as part of the Volta River Project (VRP). This project was an investment scheme …

Department Of Corporations, E. Gassman

California Regulatory Law Reporter

No abstract provided.

Liability Of Officers, Directors And Stockholders Under Cercla: The Case For Adopting State Law, Richard G. Dennis

Villanova Law Review

No abstract provided.

Punitive Damages In Securities Arbitration: The Tower Of Babel Revisited, Constantine N. Katsoris

Fordham Urban Law Journal

This article explores when and how punitive damages should be applied in securities arbitration. It briefly outlines the nature of punitive damages and traces the background of securities arbitration. It then proceeds to explore whether punitive damages, in any form permitted in courtroom litigation, should be available for use as a remedy by non-judicial arbitrators sitting in consensual forums involving securities disputes.

In Re Kaiser Steel Corporation: Does Section 546(E) Of The Bankruptcy Code Apply To A Fraudulent Conveyance Made In The Form Of An Lbo Payment?, William C. Rand

Fordham Urban Law Journal

This Comment considers whether, in spite of the Kaiser Steel decision, a bankruptcy trustee should be able to recover a fraudulent conveyance made to a stockholder's brokerage account in the form of a Leveraged Buyout (LBO) Payment. The Comment summarizes the Kaiser Steel opinion and questions the court's interpretation of the prior case law. The Comment then explains why an LBO payment to a stockholder's brokerage account should not qualify as an exempt "settlement payment" under section 546 (e) and thus should be rcoverable as a fraudulent conveyance under section 548. The Comment assumes that such a payment is recoverable …

Changing The World Economies: A Model For Applying United States Countervailing Duty Law To Exported Products From A Unified Germany, 25 J. Marshall L. Rev. 81 (1991), Charles P. Romaker

UIC Law Review

No abstract provided.

Privity, Products Liability, And Ucc Warranties: A Retrospect Of And Prospects For Illinois Commercial Code 2-318, 25 J. Marshall L. Rev. 177 (1991), Steven Bonanno

UIC Law Review

No abstract provided.