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Business Organizations Law

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1987

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Articles 1 - 30 of 76

Full-Text Articles in Law

Recent Developments In The Taxation Of Corporations And Shareholders, Peter P. Weidenbruch Jr. Dec 1987

Recent Developments In The Taxation Of Corporations And Shareholders, Peter P. Weidenbruch Jr.

William & Mary Annual Tax Conference

No abstract provided.


Business Activities Of Tax-Exempts And Affiliates, Jo Ann Blair Dec 1987

Business Activities Of Tax-Exempts And Affiliates, Jo Ann Blair

William & Mary Annual Tax Conference

No abstract provided.


Conversion Of Regular Corporation To Pass-Through Entity, Peter L. Faber Dec 1987

Conversion Of Regular Corporation To Pass-Through Entity, Peter L. Faber

William & Mary Annual Tax Conference

No abstract provided.


Choice Of Entity: C Corporation Versus Pass Through Entities, Gail Levin Richmond Dec 1987

Choice Of Entity: C Corporation Versus Pass Through Entities, Gail Levin Richmond

William & Mary Annual Tax Conference

No abstract provided.


Installment Sales After The Tax Reform Act Of 1986, Thomas P. Rohman Dec 1987

Installment Sales After The Tax Reform Act Of 1986, Thomas P. Rohman

William & Mary Annual Tax Conference

No abstract provided.


1986 Tax Reform Act: Alternative Minimum Tax On Corporations (Section 55, Irc And Section 701(A) Act), Paul Broderick Dec 1987

1986 Tax Reform Act: Alternative Minimum Tax On Corporations (Section 55, Irc And Section 701(A) Act), Paul Broderick

William & Mary Annual Tax Conference

No abstract provided.


Passive Activity Loss Limitations, Allan G. Donn Dec 1987

Passive Activity Loss Limitations, Allan G. Donn

William & Mary Annual Tax Conference

No abstract provided.


1986 Tax Reform Act (Tra) Limitations On Net Operating Loss Carryforwards (Sections 382 And 383, Irc And Section 621, Act), Paul Broderick Dec 1987

1986 Tax Reform Act (Tra) Limitations On Net Operating Loss Carryforwards (Sections 382 And 383, Irc And Section 621, Act), Paul Broderick

William & Mary Annual Tax Conference

No abstract provided.


Choice Of Entity: Pass Through Entities, John W. Lee Dec 1987

Choice Of Entity: Pass Through Entities, John W. Lee

William & Mary Annual Tax Conference

No abstract provided.


Commercial Bribery And The Sherman Act: The Case For Per Se Illegality, Franklin A. Gevurtz Nov 1987

Commercial Bribery And The Sherman Act: The Case For Per Se Illegality, Franklin A. Gevurtz

University of Miami Law Review

No abstract provided.


The Due Process Clause And The Commerce Clause: Two New And Easy Tests For Nexus In Tax Cases, Thomas E. Mchugh, R. Michael Reed Sep 1987

The Due Process Clause And The Commerce Clause: Two New And Easy Tests For Nexus In Tax Cases, Thomas E. Mchugh, R. Michael Reed

West Virginia Law Review

No abstract provided.


Ex Parte Interviews With Enterprise Employees: A Post-Upjohn Analysis, Louis A. Stahl Sep 1987

Ex Parte Interviews With Enterprise Employees: A Post-Upjohn Analysis, Louis A. Stahl

Washington and Lee Law Review

No abstract provided.


Corporate Behavior And The Social Efficiency Of Tort Law, John A. Siliciano Aug 1987

Corporate Behavior And The Social Efficiency Of Tort Law, John A. Siliciano

Cornell Law Faculty Publications

No abstract provided.


An Overview Of The 1987 Arkansas Business Corporation Act, Timothy D. Brewer Jul 1987

An Overview Of The 1987 Arkansas Business Corporation Act, Timothy D. Brewer

University of Arkansas at Little Rock Law Review

No abstract provided.


Don't Take It Personally - Limited Liability For Attorney Shareholders Under Florida's Professional Service Corporation Act, James M. Grippando Jul 1987

Don't Take It Personally - Limited Liability For Attorney Shareholders Under Florida's Professional Service Corporation Act, James M. Grippando

Florida State University Law Review

Multimillion dollar lawsuits and rising malpractice insurance premiums have heightened professional interest in limited liability. In this Article, James M. Grippando examines limited liability as it applies to Florida professional service corporations with attorney shareholders. Grippando provides a detailed analysis of the Florida Professional Services Corporation Act and the court decisions construing it. He concludes that the Act as written provides limited liability for professionals in general and discusses public policy considerations courts have weighed and should weigh in determining whether attorneys in particular should enjoy limited liability.


Qualitative Standards For Qualified Securities: Sec Regulation Of Voting Rights, Roberta S. Karmel Jul 1987

Qualitative Standards For Qualified Securities: Sec Regulation Of Voting Rights, Roberta S. Karmel

Faculty Scholarship

No abstract provided.


Directors' Standard Of Care And Directors' Liability Under The Virginia Stock Corporation Act Jun 1987

Directors' Standard Of Care And Directors' Liability Under The Virginia Stock Corporation Act

Washington and Lee Law Review

No abstract provided.


Virginia's Affiliated Transactions Article: The Death Of Two-Tiered Takeovers In Virginia? Jun 1987

Virginia's Affiliated Transactions Article: The Death Of Two-Tiered Takeovers In Virginia?

Washington and Lee Law Review

No abstract provided.


Employee Equity Incentive Plans For Small Companies: A Proposal For A Specific Registration Exemption From The 1933 Act Jun 1987

Employee Equity Incentive Plans For Small Companies: A Proposal For A Specific Registration Exemption From The 1933 Act

Washington and Lee Law Review

No abstract provided.


Is Silence Golden? A Director's Duty To Disclose Preliminary Merger And Acquisition Negotiations , Lawrence G. Nusbaum, Iii, David C. Young Jun 1987

Is Silence Golden? A Director's Duty To Disclose Preliminary Merger And Acquisition Negotiations , Lawrence G. Nusbaum, Iii, David C. Young

Washington and Lee Law Review

No abstract provided.


Alleging Demand Futility In Federal Court Jun 1987

Alleging Demand Futility In Federal Court

Washington and Lee Law Review

No abstract provided.


The Independent Corporate Board: A Means To What End?, Roberta S. Karmel May 1987

The Independent Corporate Board: A Means To What End?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.


Department Of Corporations, J. Stahl, S. Strand May 1987

Department Of Corporations, J. Stahl, S. Strand

California Regulatory Law Reporter

No abstract provided.


Corporate Extortion In Japan: Sokaiya Endure Commercial Code Amendment, Dean L. Rostrom May 1987

Corporate Extortion In Japan: Sokaiya Endure Commercial Code Amendment, Dean L. Rostrom

BYU Law Review

No abstract provided.


Conclusion, Christopher C. Whitson --Special Project Editor, Thomas A. D'Ambrosio, Patricia A. Daniel, Kathryn N. Fine, Robert P. Mckinney, Marcia M. Mcmurray, Bennet L. Ross Apr 1987

Conclusion, Christopher C. Whitson --Special Project Editor, Thomas A. D'Ambrosio, Patricia A. Daniel, Kathryn N. Fine, Robert P. Mckinney, Marcia M. Mcmurray, Bennet L. Ross

Vanderbilt Law Review

Despite recent responses designed to combat the increased liability exposure of directors and officers, the personal risks for corporate insiders remain significant. With corporations operating in an ever-complex regulatory maze, there has been an increased focus on corporate accountability. The difficulty in resolving director and officer liability issues, however, arises in balancing the need to punish misguided fiduciaries with the need to protect aggressive managers who take good faith risks to produce increased corporate profits. While long-range solutions to this balancing problem are essential, directors and officers should pursue short-term tactics to reduce their risk of personal liability.

Because it …


An Historical Perspective On The Duty Of Care, The Duty Of Loyalty, And The Business Judgment Rule, Marcia M. Mcmurray Apr 1987

An Historical Perspective On The Duty Of Care, The Duty Of Loyalty, And The Business Judgment Rule, Marcia M. Mcmurray

Vanderbilt Law Review

For more than two hundred years courts have attempted to define the status and character of corporate directors and officers in an effort to establish and delineate their responsibilities and liabilities. In Charitable Corp. v. Sutton,' an eighteenth century English case, the Lord Chancellor described corporate directors as both agents and trustees. This mixed characterization was adopted and subsequently persisted in later American cases until courts finally determined that directors and officers are fiduciaries"who have a "distinct legal relationship" with the corporation. As fiduciaries, directors and officers must conform to the duty of care'and the duty of loyalty, duties that …


Recent Developments Concerning The Duty Of Care, The Duty Of Loyalty, And The Business Judgment Rule, Patricia A. Daniel Apr 1987

Recent Developments Concerning The Duty Of Care, The Duty Of Loyalty, And The Business Judgment Rule, Patricia A. Daniel

Vanderbilt Law Review

The judiciary faces a difficult task in attempting to define the proper standards of conduct for corporate directors and officers. Although courts have enunciated various standards, the prevailing theme has been that corporate directors and officers are fiduciaries who have a "distinct legal relationship" with the corporation and its shareholders. As fiduciaries, directors and officers must con-form to the duty of care and the duty of loyalty. The business judgment rule, which creates a presumption of propriety for directors' and officers' substantive business decisions, developed concurrently with these duties. Several recent court decisions concerning corporate director and officer liability appear …


The Duty Of Care And The Duty Of Loyalty In The Revised Model Business Corporation Act, Thomas A. D'Ambrosio Apr 1987

The Duty Of Care And The Duty Of Loyalty In The Revised Model Business Corporation Act, Thomas A. D'Ambrosio

Vanderbilt Law Review

In 1950 the Committee on Corporate Laws of the Section of Corporation, Banking and Business Law of the American Bar Association (the Committee) adopted the Model Business Corporation Act (Model Act or MBCA). The Committee drafted the Model Act in order to provide a dynamic model for keeping state corporation laws updated and responsive to the current demands of the business and legal communities.' Because of this goal, the Model Act was in a constant state of revision. This constant state of revision provided an impetus for the Committee to adopt, in 1984, the Revised Model Business Corporation Act (Revised …


The Corporate Governance Debate And The Ali Proposals: Reform Or Restatement?, Kathryn N. Fine Apr 1987

The Corporate Governance Debate And The Ali Proposals: Reform Or Restatement?, Kathryn N. Fine

Vanderbilt Law Review

Much of the debate concerning corporate governance centers on the American Law Institute's proposed Principles of Corporate Governance [hereinafter ALI Proposals or ALI Principles].' The "restate" the law of corporate governance without departing from the primary goal stated in the ALI's charter: "to promote the clarification and simplification of the law and its better adaptation to social needs."' The ALI Proposals, however, have evolved into a"new art form"' and, unlike a restatement, have proposed reforms in addition to codifying the common law. Because of the predominance of statutory corporation law, the ALI Proposals have focused selectively on those areas that …


Successor Liability In Bankruptcy: Some Unifying Themes Of Intertemporal Creditor Priorities Created By Running Covenants, Products Liability, And Toxic-Waste Cleanup, David G. Carlson Apr 1987

Successor Liability In Bankruptcy: Some Unifying Themes Of Intertemporal Creditor Priorities Created By Running Covenants, Products Liability, And Toxic-Waste Cleanup, David G. Carlson

Articles

No abstract provided.