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Articles 1 - 18 of 18
Full-Text Articles in Law
Tax Strategies And Key Tax Issues In Selling A Business, Part 2, Robert G. Mcelroy
Tax Strategies And Key Tax Issues In Selling A Business, Part 2, Robert G. Mcelroy
William & Mary Annual Tax Conference
No abstract provided.
Estate Planning For The Closely Held Business, Dennis I. Belcher, William I. Sanderson
Estate Planning For The Closely Held Business, Dennis I. Belcher, William I. Sanderson
William & Mary Annual Tax Conference
No abstract provided.
Tax Strategies And Key Tax Issues In Selling A Business, Part 1, L. Michael Gracik Jr.
Tax Strategies And Key Tax Issues In Selling A Business, Part 1, L. Michael Gracik Jr.
William & Mary Annual Tax Conference
No abstract provided.
Using - And Not Losing - Tax Losses, Part 1: Protecting Tax Losses From A Section 382 Ownership Change (Slides), Mark C. Van Deusen
Using - And Not Losing - Tax Losses, Part 1: Protecting Tax Losses From A Section 382 Ownership Change (Slides), Mark C. Van Deusen
William & Mary Annual Tax Conference
No abstract provided.
Using - And Not Losing - Tax Losses, Part 2 (Slides), Steven M. Friedman
Using - And Not Losing - Tax Losses, Part 2 (Slides), Steven M. Friedman
William & Mary Annual Tax Conference
No abstract provided.
Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships (Slides), Michael G. Frankel, David A. Miller
Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships (Slides), Michael G. Frankel, David A. Miller
William & Mary Annual Tax Conference
No abstract provided.
Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships, Michael G. Frankel, David A. Miller
Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships, Michael G. Frankel, David A. Miller
William & Mary Annual Tax Conference
No abstract provided.
Debt As Venture Capital, Darian M. Ibrahim
Debt As Venture Capital, Darian M. Ibrahim
Faculty Publications
Venture debt, or loans to rapid-growth start-ups, is a puzzle. How are start-ups with no track records, positive cash flows, tangible collateral, or personal guarantees from entrepreneurs able to attract billions of dollars in loans each year? And why do start-ups take on debt rather than rely exclusively on equity investments from angel investors and venture capitalists (VCs), as well-known capital structure theories from corporate finance would seem to predict in this context? Using hand-collected interview data and theoretical contributions from finance, economics, and law, this Article solves the puzzle of venture debt by revealing that a start-up’s VC backing …
Choice Of Form And Network Externalities, Larry E. Ribstein, Bruce H. Kobayashi
Choice Of Form And Network Externalities, Larry E. Ribstein, Bruce H. Kobayashi
William & Mary Law Review
This Article provides the first detailed empirical analysis of firms' choice of organizational form. It provides important evidence on whether there is an efficient market in organizational forms or firms' choice of form is impeded by network externalities. We focus on formations of limited liability partnerships (LLPs) and limited liability companies (LLCs) in examiningthe effect of various factors on firms' choice of business form. Our data provides important evidence against the network externalities hypothesis. Because the LLP and LLC forms are similar except for the LLPs link to the existing "network" of partnership law, firms would prefer the LLP to …
Financing The Next Silicon Valley, Darian M. Ibrahim
Financing The Next Silicon Valley, Darian M. Ibrahim
Faculty Publications
Silicon Valley’s success has led other regions to attempt their own high-tech transformations, yet most imitators have failed. Entrepreneurs may be in short supply in these “non-tech” regions, but some non-tech regions are home to high-quality entrepreneurs who relocate to Silicon Valley due to a lack of local financing for their start-ups. Non-tech regions must provide local finance to prevent entrepreneurial relocation and reap spillover benefits for their communities. This Article compares three possible sources of entrepreneurial finance—private venture capital, state-sponsored venture capital, and angel investor groups—and finds that angel groups have distinct advantages when it comes to funding innovation …
Shareholder Democracy And The Curious Turn Towards Board Primacy, Grant Hayden, Matthew T. Bodie
Shareholder Democracy And The Curious Turn Towards Board Primacy, Grant Hayden, Matthew T. Bodie
William & Mary Law Review
Corporate law is consumed with a debate over shareholder democracy. The conventional wisdom counsels that shareholders should have more voice in corporate governance, in order to reduce agency costs and provide democratic legitimacy. A second set of theorists, described as “board primacists,” advocates against greater shareholder democracy and in favor of increased board discretion. These theorists argue that shareholders need to delegate their authority in order to provide the board with the proper authority to manage the enterprise and avoid short-term decision making. In the last few years, the classical economic underpinnings of corporate law have been destabilized by a …
Free Enterprise And The Rule Of Law: The Political Economy Of Executive Discretion (Efficiency Implications Of Regulatory Enforcement Strategies), Kevin S. Marshall
Free Enterprise And The Rule Of Law: The Political Economy Of Executive Discretion (Efficiency Implications Of Regulatory Enforcement Strategies), Kevin S. Marshall
William & Mary Business Law Review
Economic theory teaches that if all of the operational conditions of the perfectly competitive model hold, then certain efficiencies may be achieved to the favor of a wealth-seeking society, ceteris paribus (assuming all other things remain equal and/or the absence of all other disturbing influences). This Article observes the asymmetrical enforcement of relevant governing laws, regulations and rules eliminates any possibility that all other influences with respect to the performance values of the perfectly competitive model have been neutralized. Under such regulatory enforcement conditions, there can be no wealth-creation expectations.
Corporate Governance In The Courtroom: An Empirical Analysis, Jessica Erickson
Corporate Governance In The Courtroom: An Empirical Analysis, Jessica Erickson
William & Mary Law Review
Conventional wisdom is that shareholder derivative suits are dead. Yet this death knell is decidedly premature. The current conception of shareholder derivative suits is based on an empirical record limited to suits filed in Delaware or on behalf of Delaware corporations, leaving suits outside this sphere in the shadows of corporate law scholarship. This Article aims to fill this gap by presenting the first empirical examination of shareholder derivative suits in the federal courts. Using an original, hand-collected data set, my study reveals that shareholder derivative suits are far from dead. Shareholders file more shareholder derivative suits than securities class …
Bonding Limited Liability, Robert J. Rhee
Bonding Limited Liability, Robert J. Rhee
William & Mary Law Review
Limited liability is considered a “birthright” of corporations. The concept is entrenched in legal theory, and it is a fixed reality of the political economy. But it remains controversial. Scholarly debate has been engaged in absolute terms of defending the rule or advocating its abrogation. Though compelling, these polar positions, often expressed in abstract arguments, are associated with disquieting effects. Without limited liability, efficiency may be severely compromised. With it, involuntary tort creditors bear some of the cost of an enterprise. Most other proposals for reforming limited liability have been incremental, such as modifying veil-piercing. However, neither absolutism nor marginalism …
Re-Enchanting The Corporation, Lyman P.Q. Johnson
Re-Enchanting The Corporation, Lyman P.Q. Johnson
William & Mary Business Law Review
No abstract provided.
Beyond Shareholder Value: Normative Standards For Sustainable Corporate Governance, Robert Sprague
Beyond Shareholder Value: Normative Standards For Sustainable Corporate Governance, Robert Sprague
William & Mary Business Law Review
This Article explores whether the modern corporate governance model is sustainable. For many corporations, particularly large ones, there is a separation between ownership and management, with a management emphasis on short-term gains at the expense of long-term sustainability. This Article explores the role of corporate directors, particularly vis-a-vis shareholders, from an interdisciplinary perspective, analyzing legal case law as well as legal, management, and finance literature. This Article explores emerging trends in expanding notions of corporate governance that incorporate concerns beyond just shareholders, recognizing the interrelationship between business and society. It is suggested that in order to remain viable and competitive, …
A Primer On Protecting Tax Losses From A Section 382 Ownership Change, Mark C. Van Deusen
A Primer On Protecting Tax Losses From A Section 382 Ownership Change, Mark C. Van Deusen
William & Mary Annual Tax Conference
No abstract provided.
Debunking The Purchaser Welfare Account Of Section 2 Of The Sherman Act: How Harvard Brought Us A Total Welfare Standard And Why We Should Keep It, Alan J. Meese
Faculty Publications
The last several years have seen a vigorous debate among antitrust scholars and practitionersa bout the appropriates tandardf or evaluating the conduct of monopolists under section 2 of the Sherman Act. While most of the debate over possible standards has focused on the empirical question of each standard's economic utility, this Article undertakes a somewhat different task: It examines the normative benchmark that courts have actually chosen when adjudicating section 2 cases. This Article explores three possible benchmarks-producer welfare, purchaser welfare, and total welfare-and concludes that courts have opted for a total welfare normative approach to section 2 since the …