Law Commons^™

Involuntary Dissolution: Theory And Operation In Publicly Traded Corporations, Dr. Murat Can Pehlivanoglu

Annual Survey of International & Comparative Law

Involuntary dissolution is recognized as the primary mechanism to monitor opportunism and remedy the aggrieved minority shareholders of corporations. Contrary to general understanding, involuntary dissolution is not idiosyncratic to close corporations. However, its application to publicly traded corporations requires an approach different than the one for close corporations. This note discusses and recommends the approach necessary to justify and effectively enforce involuntary dissolution statutes’ application in the context of publicly traded corporations. It expresses the opinion that the contractual view of corporate law would provide the theoretical basis necessary to construe the statute for publicly traded corporations and exemplifies its …

The Dodge Brothers’ Monster: A Legal Analysis Of The Effect Of Fiduciary Duty On Dual Voting Structures, Jer'ron J.L. Dinwiddie Ii

Student Publications

The purpose of this research paper is to determine the legal obligations that a shareholder with majority voting rights would have in a dual-voting structure. The focus on the paper is on breaking down the fiduciary duty analysis for its application to dual-voting structures, which currently stands as the shareholder with majority voting rights have no duty to other shareholders.

The paper details the evolution of the common law and the social responses to the use of these structures. Then, the paper measure the application fiduciary duty would have on a dual-voting structure using WeWork as a case study. On …

2015-2016 Legislative Summary, Assembly Committee On Business And Professions

California Agencies

No abstract provided.

Could Corporations Become A Vehicle For Social Change?, Michele Benedetto Neitz

Publications

The for-profit tide is changing. The rising number of business owners using the corporate form to achieve goals other than profits raises an interesting question: Are we entering a new post-profit era for corporations?

Emulating The German Two-Tier Board And Worker Participation In U.S. Law: A Stakeholder Theory Of The Firm, Eric Engle, Tetiana Danyliuk

Golden Gate University Law Review

The U.S. corporate governance system failed in 2002, and again in 2008, leading to the deepest economic downturn in the United States since the Great Depression. Germany, in contrast, suffered neither widespread regulatory failure nor market collapse. Important differences in the U.S. and German corporate structure and capital markets may explain the divergent economic performance. This Article examines whether and how to emulate German corporate governance structures in the U.S. market, a theme which may be of interest to German corporations considering locating operations in the United States, such as Volkswagen in Tennessee.

This Article is structured in three parts. …

Charitable Nonprofits’ Use Of Noncompetition Agreements: Having The Best Of Both Worlds, Lindsey D. Blanchard

Golden Gate University Law Review

Unlike traditional for-profit entities, whose main goal is profit maximization, charitable nonprofits are organized and operated to benefit some greater good. As a result, charitable nonprofits receive donations from philanthropic individuals and corporations, as well as various tax breaks from the government, which are unavailable to for-profit entities. At the same time, charitable nonprofits exploit many of the same tools that for-profit firms utilize to maximize profits, including noncompetition agreements. Thus, charitable nonprofits are able to benefit from an anti-competition, profit-maximizing tool while also reaping the rewards of their tax-exempt status. In short, charitable nonprofits wrongly enjoy the best of …

Hobby Lobby And Social Justice: How The Supreme Court Opened The Door For Socially Conscious Investors, Michele Benedetto Neitz

Publications

In Burwell v. Hobby Lobby, the Supreme Court upended the traditional foundations of corporate law. By allowing corporations to exercise legally recognized religious rights, the Court changed the very nature of a corporate entity. Moreover, the Court defied the conventional doctrine providing that the purpose of a corporation is to make profit for its shareholders. The case is being both praised and denounced by observers, but no one has yet fully analyzed how the Court’s reasoning paved the way for social impact investors to use the corporate form as a vehicle to achieve their objectives.

This Article is the …

Trust In Beer, Andy Brunner-Brown

GGU Law Review Blog

No abstract provided.

Rescuing Expedited Discovery From The Commodity Futures Trading Commission & Returning It To Fed. R. Civ. P. 26(D)(1): Using A Doctrine's Forgotten History To Achieve Legitimacy, Jesse N. Panoff, Esq.

Golden Gate University Law Review

For over a decade, judicial decisions have “authorized” the CFTC to conduct expedited discovery irrespective of 26(d)(1)’s structure and text. Instead, courts typically allow discovery because either: (i) “good cause” exists, or (ii) for no articulated reason at all. Consider that the so-called Good-Cause Test merely proclaims, “[g]ood cause exists for the plaintiff [CFTC] to conduct expedited discovery . . . .” Hence, judicial decisions have developed the doctrine in ways that are attenuated from 26(d)(1). The overall result is if the Commission asks for accelerated discovery, then courts will grant such relief. This is somewhat unsurprising because the very …

Using Game Theory And Contractarianism To Reform Corporate Governance: Why Shareholders Should Seek Disincentive Schemes In Executive Compensation Plans, Elias Pete George

Golden Gate University Law Review

Employing a model of game theory, this Article shows how current judge-made law in areas of the duty of loyalty does not adequately prevent corporate managers from violating their fiduciary duty. This Article presents a solution, advising shareholders to reform corporate governance through executive compensation contracts that would properly incentivize corporate managers to comport with their duty of loyalty. Part I examines the rise of contractarianism, the prominent legal academic view of a corporation that helps to guide judicial interpretation of corporate law pertaining to managers’ fiduciary duties. Part II examines agency costs, a subset of transaction costs, and the …

Corporations, Harry C. Sigman

Cal Law Trends and Developments

The major 1969 corporate law developments of particular interest to the California practitioner were: (1) California appellate decisions which, at least by implication, greatly broaden the scope of a controlling shareholder's duty to minority shareholders; (2) amendments to the California Corporations Code; and (3) amendments to the Delaware General Corporation Law.

Business Associations, Roland E. Brandel

Cal Law Trends and Developments

Because the law governing business associations is in large part codified and subject to administrative regulation, this article will emphasize new legislation and changes in policies of agencies charged with the enforcement of that law. The most sweeping changes were accomplished by regulations issued by the commissioner of corporations, but there were also several noteworthy amendments and additions to statutes affecting corporations. Additionally, major changes to the Corporate Securities Law are now before the legislature and passage of a bill is expected during 1968. Neither space nor time permits a definitive analysis of the multitude of recent cases involving aspects …

Not Biting The Hand That Feeds You: Public Accounting Firms And Conflicts Of Interest, Gregory L. Paul

Golden Gate University Law Review

Section I of this Comment will discuss the role and responsibilities of public accounting firms and provide a brief background of the Sarbanes-Oxley Act. Section II will explore the mandatory audit firm rotation and other proposals seeking to remedy the inherent conflicts of interest problem. Lastly, Section III proposes a competitive bidding system overseen by the SEC as a potential remedy for this problem.

The Amalgamating Reorganization Provisions: The Asymmetry In Treatment Of Forward And Reverse Triangular Mergers And Other Problems, Tad Ravazzini

Golden Gate University Law Review

This comment will discuss the amalgamating reorganizations generally (types A through C as well as some D's) and, specifically, triangular reorganizations. This comment will first provide an overview of the general requirements of the amalgamating reorganization provisions. It will then continue to the following topics: (1) a discussion of the Code's triangular reorganization provisions, giving attention to both forward and reverse triangular mergers; (2) an analysis of the asymmetry in treatment of triangular mergers based on whether they take the form of a forward or reverse triangular merger; (3) an exploration of the Congressional desire for tax-parity among the reorganization …

Corporate Philanthropy And The Business Benefit: The Need For Clarity, Shelby D. Green

Golden Gate University Law Review

It is supposed that corporations give to charitable causes out of self-interest - indeed, it is argued that this is all that the law permits - as a measured business response to political pressures and public hostility.s But can corporations give out of altruism - simply on the basis that giving is the social responsibility of all citizens, including corporate citizens? Case law and some commentary appear to answer no. Nevertheless, the actual giving practices of corporations seem, difficult to explain otherwise. Recently, the American Law Institute ("ALI"), as part of its Corporate Governance Project, proposed a rule to define …

Lex Mercatoria In European And U.S. Trade Practice: Time To Take A Closer Look, Barton S. Selden

Annual Survey of International & Comparative Law

This is an expanded version of the talk presented at the Fifth Annual Fulbright Symposium on International Legal Problems, Fourth Regional Meeting of the American Society of International Law, "Current Developments in International Trade Cooperation and the Protection of the Environment and Human Rights," held on March 17, 1995, at Golden Gate University School of Law in San Francisco. Edited by Jeffrey A. Chen .

On The Way To Us-Style Hostile Tender Offers In Germany? - The European Attempt To Harmonize The Takeover Law And Its Impact On German Company Law, Roland Donath

Annual Survey of International & Comparative Law

No abstract provided.

Holding The "Responsible Corporate Officer" Responsible: Addressing The Need For Expansion Of Criminal Liability For Corporate Environmental Violators, Nancy Mullikin

Golden Gate University Environmental Law Journal

This comment argues that the responsible corporate officer (RCO) doctrine, as written into the CWA and the CAA, was intended to impose an affirmative duty on corporate officers based on their position and should be interpreted to expand criminal liability in the prosecution of substantive corporate environmental crimes. This comment also argues that the courts should expand criminal liability based on the RCO doctrine instead of limiting its application. Part II provides an overview of criminal prosecution of environmental crimes: its history, procedures, and purposes, in order to provide a context for understanding how the RCO doctrine appropriately expands criminal …

The Plight Of The Derivative Plaintiff: Justice Carter’S Dissent In Hogan V. Ingold, Michele Benedetto Neitz

Publications

Written over fifty years ago, Justice Carter’s Hogan dissent championed the rights of individuals with corporate investments to sue dishonest corporate officials through derivative lawsuits. His emphasis on justice and fairness for shareholders established Justice Carter as a visionary in the area of corporate ethics. Unfortunately, as the scandals of the modern era have demonstrated, many of Justice Carter’s concerns for shareholders remain justified.

Corporate Takeovers: A Recommendation For A California Policy, Senate Commission On Corporate Governance, Shareholder Rights And Securities Transactions

California Senate

No abstract provided.

Corporate Takeovers: A Recommendation For A California Policy: An Overview Of The Issue, Senate Commission On Corporate Governance, Shareholder Rights And Securities Transactions

California Senate

No abstract provided.

Vangel V. Vangel, Jesse W. Carter

Jesse Carter Opinions

Judgment in favor of the remaining partners in their dissolution action was affirmed where the decision of the trial court in determining the amount of compensation the faulty partner was entitled to was supported by substantial evidence.

Smith V. Bull, Jesse W. Carter

Jesse Carter Opinions

A partner that dissolved a partnership and took its goodwill, only customer, and employees with him to start a new business was liable to a deceased partner for half of the value of the goodwill because it continued to exist after the dissolution.

Reed V. Norman, Jesse W. Carter

Jesse Carter Opinions

The presence of a defunct corporation in a derivative action could have been dispensed with when the circumstances warranted such an exercise of the court's equitable powers.

Automotriz Del Golfo De California S. A. De C. V. V. Resnick [Dissent], Jesse W. Carter

Jesse Carter Opinions

In determining whether the buyers could escape personal liability for debts due to the seller, the trial court was entitled to consider the failure to issue any stock and the buyers' creation and operation of the business with little or no capital.

Financial Indem. Co. V. Superior Court Of Los Angeles County [Dissent], Jesse W. Carter

Jesse Carter Opinions

Where petitioners sought a writ of mandamus to compel the superior court to show cause why respondent should not be restrained from conservatorship, the court lacked jurisdiction to order an injunction on the pleadings.

Pacific Mut. Life Ins. Co. V. Mcconnell [Dissent], Jesse W. Carter

Jesse Carter Opinions

Insolvent insurance company was not entitled to mandamus relief against implementation of mutualization plan requiring the company's liquidation, because State law on voluntary mutualization of solvent insurers also applied to an insolvent insurer.

Providence Baptist Church V. Superior Court Of San Francisco, Jesse W. Carter

Jesse Carter Opinions

Nonprofit church corporation and pastors' petition for prohibition against court was denied because the court was entitled to determine whether the church properly terminated the pastor based on a director of corporation analogy.