Law Commons^™

Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii

Mercer Law Review

This Article surveys recent developments in Georgia's corporate, securities, partnership and banking law. It covers noteworthy cases decided during the survey period' by the Georgia appellate courts, United States district courts located in Georgia, and the Eleventh Circuit Court of Appeals. Also included in this Article are highlights of recent revisions to the Official Code of Georgia Annotated ("O.C.G.A.").

Clearly Defining Preclusive Corporate Lock-Ups: A Bright-Line Test For Lock-Up Provisions In Delaware, Michael G. Hatch

Washington Law Review

Merger mania currently grips the United States as corporations scramble to find merger partners to achieve strategic goals. In their quest for a competitive advantage, large corporations are increasingly willing to use hostile takeovers to deny competitors the benefits of a strategic mergers. In response, merging corporations have granted record-breaking lockup. provisions in an attempt to protect their deals. Delaware's current framework for evaluating the validity of lock-up provisions requires courts to apply different levels of scrutiny depending on the form of the transaction. However, Delaware courts have inconsistently applied the correct standard and have failed to identify preclusive lock-ups. …

Toward Transaction-Specific Standards Of Directorial Fiduciary Duty In The Tracking-Stock Context, Jeffrey J. Schick

Washington Law Review

In recent years, diversified corporations have increasingly turned to tracking stocks to uncouple high-growth businesses, especially Internet-related operations, from more static business entities. Tracking stock is a unique type of common stock that represents an interest in the financial performance of particular business groups within a diversified parent corporation. However, the tracked business groups are not independent of the parent corporation, and the parent's board of directors still governs the affairs of each business group. This creates unique conflicts for directors who must please multiple groups of stockholders whose interests are not always consistent. Delaware courts have not announced a …

Professor Coates Is Right. Now Please Study Stockholder Voting, R. Franklin Balotti, J. Travis Laster

University of Miami Law Review

No abstract provided.

Ethics Issues Faced By Lawyers And Investment Bankers In Mergers And Acquisitions: A Problem Approach And Report Of Panel Discussion, Barry S. Alberts Esq., Samuel Thompson Jr.

University of Miami Law Review

No abstract provided.

Mergers & Acquisitions: The Decade In Review, Joseph H. Flom

University of Miami Law Review

No abstract provided.

Introduction To Workshop On Emerging Issues In Mergers & Acquisitions And Tribute To Joseph Flom, Samuel Thompson Jr.

University of Miami Law Review

No abstract provided.

The First International Merger Wave (And The Fifth And Last U.S. Wave), Bernard S. Black

University of Miami Law Review

No abstract provided.

Empirical Evidence On Structural Takeover Defenses: Where Do We Stand?, John C. Coates Iv

University of Miami Law Review

No abstract provided.

Poison Pills And The European Case, Jeffrey N. Gordon

University of Miami Law Review

No abstract provided.

Comments On Contestability, Jack B. Jacobs

University of Miami Law Review

No abstract provided.

Looking A Gift Horse In The Mouth: An Analysis Of Free Internet Stock Offerings, Joel Michael Schwarz

Michigan Telecommunications & Technology Law Review

How much should an investor pay for one share of stock in Yahoo? Or a share of stock in America Online? As publicly traded companies, one need only consult the stock charts in any local newspaper to determine the value the market has placed on these shares. Despite what many Internet sector analysts have professed to be astronomically high valuations, these publicly traded companies possess easily verifiable valuations determined by the free market forces that constitute the building blocks of our economy, and safeguarded by the oversight of federal regulators such as the Securities & Exchange Commission ("SEC"). But what …

The Debt-Equity Distinction In A Second-Best World, Katherine Pratt

Vanderbilt Law Review

This Article discusses the time-honored but outdated tax law distinction between corporate debt and equity. Economic and legal commentators and the Treasury Department have made various proposals to eliminate the debt-equity distinction. The theory of the second best posits that eliminating an economic distortion does not necessarily increase efficiency if other economic distortions remain.' Policymakers cannot simply assume that eliminating the distortionary debt-equity distinction will automatically increase efficiency because other distortions in the income tax will remain. This Article evaluates a number of the proposals to eliminate the debt-equity distinction, taking into account numerous distortions that are likely to remain …

Money Talks, Constituents Walk: Pennsylvania's Corporate Constituency Statute Can Maximize Shareholders' Wealth, Robert Goodyear Murray

Buffalo Law Review

No abstract provided.

Shareholder Oppression In Close Corporations: The Unanswered Question Of Perspective, Douglas K. Moll

Vanderbilt Law Review

The doctrine of shareholder oppression protects the close corporation minority stockholder from the improper exercise of majority control.! Nevertheless, when a close corporation minority shareholder asserts that the majority shareholder has acted "oppressively" towards him, the minority's chance of success may very well depend on the perspective from which shareholder oppression is viewed. Consider the following two decisions:

In Priebe v. O'Malley, the controlling shareholders of a close corporation terminated the employment of Myron Priebe, a minority shareholder, for "unsatisfactory" work performance.! Priebe sued, asserting that the termination amounted to oppressive conduct! The trial court noted that "Priebe was not …

The Easy Case For Derivatives Use: Advocating A Corporate Fiduciary Duty To Use Derivatives, Edward S. Adams, David E. Runkle

William & Mary Law Review

No abstract provided.

The International Symposium On Derivatives And Risk Management, Carl Felsenfeld, Alan N. Rechtschaffen, Carolyn H. Jackson, Ruth W. Ainslie, Michael N. Brosnan, Darcy Bradbury, Denis M. Forster, Martin Bienenstock, David A.P. Brower, Aaron Rubinstein, David Morris, Eric Seiler, Peter D. Morgenstern, Michael J. Malone, John Lovi, Alvin K. Hellerstein, Charles E. Ramos

Fordham Journal of Corporate & Financial Law

No abstract provided.

Losing The Audit Lottery: Corporate Tax Shelters And Judicial Doctrine, Elena Eracleous

Fordham Journal of Corporate & Financial Law

No abstract provided.

Credit Derivatives: An Overview Of Regulatory Initiatives In The United States And Europe, Andre Scheerer

Fordham Journal of Corporate & Financial Law

No abstract provided.

Alliance Management: The Journey Towards Partnerships, Robert E. Spekman

Richmond Journal of Law & Technology

Mr. Spekman discusses corporate alliances.

Development Of North Korea's Legal Regime Governing Foreign Business Cooperation: A Revisit Under The New Socialist Constitution Of 1998 , Eric Yong-Joong Lee

Northwestern Journal of International Law & Business

A primary purpose of this article is to examine the formation of North Korea's legal regime governing foreign business cooperation and its evolution in the post-Kim Il Sung era. Since initiating its open-door policy in the early 1990s, North Korea has developed the legal framework for external economic cooperation. The Law of the Democratic People's Republic of Korea ("DPRK") on Foreign Investment of 1992 and its 1999 revision has especially represented North Korea's legal and policy direction towards inducing foreign capital investment, as well as establishing a legal basis for the following laws and regulations in this field. The main …

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Annual Survey Of Virginia Law: Corporate And Business Law, Peter E. Broadbent Jr., John E. Russell

University of Richmond Law Review

Virginia corporate and business law changes in the last year continue to challenge the practitioner to stay abreast of such developments in order to provide accurate advice to clients. This article summarizes the developments in the law in Virginia occurring from June 1999 through May 2000, with the legislative changes described based on Virginia General Assembly action in the 2000 session. Part II examines those legislative changes in corporate and business law (excluding public service corporation/public utility law issues). While many of the legislative changes are not significant, three new uniform laws (revised Article 9 of the Uniform Commercial Code …

The Doctrine Of Piercing The Veil In An Era Of Multiple Limited Liability Entities: An Opportunity To Codify The Test For Waiving Owners' Limited-Liability Protection, John H. Matheson, Raymond B. Eby

Washington Law Review

The use of the corporate form of business organization has always provided a firm's owners/shareholders with a presumptive shield from personal liability for the debts of the business. Case-by-case exceptions to this limited-liability shield have developed in each state under the general rubric of "piercing the veil." Courts and commentators alike have noted the vagueness of the piercing analysis and have questioned the appropriateness of some of the factors employed in that analysis. In addition, new forms of business entities, such as limited liability companies and limited liability partnerships, have been legislatively created over the past several decades, raising the …

The Electronic Self-Help Provisions Of Ucita: A Virtual Repo Man?, 33 J. Marshall L. Rev. 663 (2000), Craig Dolly

UIC Law Review

No abstract provided.

Cash Balance Plans: They Work For Employers But Do They Work For Employees?, 34 J. Marshall L. Rev. 345 (2000), Deana Saxinger

UIC Law Review

No abstract provided.

A Role For The Wto In International Merger Control, Andre Fiebig

Northwestern Journal of International Law & Business

Although this paper follows on those new proposals, and addresses many of the same problems, the international merger control regime proposed here fundamentally differs in its approach. Although there is certainly a beneficial role for an international institution in merger control, the current proposals are too ambitious. Instead of focussing on the allocation of cross-border transactions, this paper suggests that the focus should be on the cases which present no treat to competition, and yet are scrutinized by several different national competition law regulators. An international institution, probably within the framework of the World Trade Organization ("WTO"), should be created …

Transnational Competition Law Aspects Of Mergers And Acquisitions, William M. Hannay

Northwestern Journal of International Law & Business

As more and more U.S. companies engage in overseas operations, even the most routine merger or acquisition seems to have a transnational component which requires analysis and perhaps premerger notification under an increasing number of foreign "competition laws" (or what we call antitrust laws). An understanding of those competition rules has become an imperative for American lawyers.

The Treatment Of Global Mergers: An Australian Perspective, S.G. Corones

Northwestern Journal of International Law & Business

The purpose of this article is to examine some recent global mergers from an Australian perspective. The article begins by considering the administrative tribunal and Court structure in Australia, as well as the procedural, substantive. and remedial aspects of Australian laws regulating global mergers. It then considers the Merger Guidelines and their focus on the unilateral and co-ordinated post-merger effects that are likely to occur. The article examines a number of recent global mergers. including Coopers & Lybrand/Price Waterhouse, BAT/Rothmans, Pepsi Co/Smith's Snack Foods and Coca-Cola/Cadbury Schweppes, as well as their assessment by the ACCC. Finally, it considers some of …

Perspective: Foreign Direct Investments In China - Practical Problems Of Complying With China's Company Law And Laws For Foreign-Invested Enterprises, Anyuan Yuan

Northwestern Journal of International Law & Business

Foreign investors in China face a legal system and legal issues that are very different from those found in the United States. This article seeks to illustrate some of the important differences in China's corporate law that govern or affect foreign investors' interests. The purpose of this article is to help foreign investors become aware of legal problems and investment risks in creating a foreign-invested enterprise in China. This article also proposes changes to existing Chinese laws that will more reasonably accommodate the legal concerns and protect the legal interests of foreign investors (as well as incidentally benefiting domestic Chinese …