Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 27 of 27
Full-Text Articles in Law
Liquid Business, Vanessa C. Perez
Liquid Business, Vanessa C. Perez
Florida State University Law Review
No abstract provided.
How And Why Corporations Became (And Remain) Persons Under Criminal Law, W. Robert Thomas
How And Why Corporations Became (And Remain) Persons Under Criminal Law, W. Robert Thomas
Florida State University Law Review
No abstract provided.
Typology Of Public-Private Equity, Sung Eun (Summer) Kim
Typology Of Public-Private Equity, Sung Eun (Summer) Kim
Florida State University Law Review
Private equity, which pools funds for investment in private businesses, is one of the largest and fastest growing investment opportunities in the markets today. Private equity traditionally sought investments exclusively from sophisticated investors such as high net worth individuals and institutional investors. More recently, however, a growing number of private equity businesses have gone public and opened their doors to public investors, who are drawn to these investments because of the possibility of high returns and the opportunity to diversify their investment portfolios. In this Article, I review the universe of public-private equity (or PPE) businesses that are traded on …
Intermediate Scrutiny For Corporate Political Contributions, Joseph K. Leahy
Intermediate Scrutiny For Corporate Political Contributions, Joseph K. Leahy
Florida State University Law Review
A corporation contributes to a Super PAC that supports a candidate for public office. A shareholder sues, alleging that management breached its duty of loyalty by making the contribution to promote its own political views rather than to serve the corporation’s best interests—i.e., by acting in bad faith. What standard will a Delaware court apply when reviewing management’s decision to cause the corporation to make the contribution?
Myriad scholars have opined that the court will apply the standard of review for ordinary business decisions: the management-friendly business judgment rule. Unfortunately for our shareholder plaintiff, this rule presumes that management acts …
Saying Yes: Reviewing Board Decisions To Sell Or Merge The Corporation, Franklin A. Gevurtz
Saying Yes: Reviewing Board Decisions To Sell Or Merge The Corporation, Franklin A. Gevurtz
Florida State University Law Review
No abstract provided.
Equity In Llc Law?, Mohsen Manesh
Equity In Llc Law?, Mohsen Manesh
Florida State University Law Review
To what extent does equity play a role in LLC law? To what extent do courts retain the judicial discretion “to do right and justice” in circumstances in which the LLC statute and the applicable LLC agreement do not otherwise offer an adequate remedy to an aggrieved LLC member or manager? Until recently, the answer to these questions was quite clear: Equity is subordinate to the freedom of contract and the express terms of the agreement governing an LLC. But the Delaware Chancery Court’s decision in In re Carlisle Etcetera has upended this basic precept of LLC law and practice. …
Donald Weidner And The Modern Law Of Partnerships, Robert W. Hillman
Donald Weidner And The Modern Law Of Partnerships, Robert W. Hillman
Florida State University Law Review
No abstract provided.
Florida's New Partnership Law: The Revised Uniform Partnership Act And Limited Liability Partnerships, John W. Larson
Florida's New Partnership Law: The Revised Uniform Partnership Act And Limited Liability Partnerships, John W. Larson
Florida State University Law Review
No abstract provided.
From Behind The Looking Glass: Good Faith, Fiduciary Duty & Permitted Harm, Claire Moore Dickerson
From Behind The Looking Glass: Good Faith, Fiduciary Duty & Permitted Harm, Claire Moore Dickerson
Florida State University Law Review
No abstract provided.
Reappraising The Real Entity Theory Of The Corporation, Michael J. Phillips
Reappraising The Real Entity Theory Of The Corporation, Michael J. Phillips
Florida State University Law Review
No abstract provided.
Using Profits To Compensate A Service Provider—Potential Partnership Characterization, Carolyn S. Nachmias
Using Profits To Compensate A Service Provider—Potential Partnership Characterization, Carolyn S. Nachmias
Florida State University Law Review
No abstract provided.
The Revised Uniform Partnership Act: Some Comments On The Latest Draft Of Rupa, J. Dennis Hynes
The Revised Uniform Partnership Act: Some Comments On The Latest Draft Of Rupa, J. Dennis Hynes
Florida State University Law Review
No abstract provided.
Timing Is Paramount: The Impact Of Paramount V. Time On The Law Of Hostile Takeovers, Paul E. Burns
Timing Is Paramount: The Impact Of Paramount V. Time On The Law Of Hostile Takeovers, Paul E. Burns
Florida State University Law Review
No abstract provided.
Florida Takeover Law: Affiliated Transactions, Jeffery M. Fuller, Robert C. Rasmussen
Florida Takeover Law: Affiliated Transactions, Jeffery M. Fuller, Robert C. Rasmussen
Florida State University Law Review
Many states perceive corporate takeover activity as a threat to local business and industry. The Florida Affiliated Transactions Statute is one part of a comprehensive scheme of anti-takeover regulation in Florida. The authors of this Article explain the development of American takeover regulation, analyze this statute, and discuss surrounding constitutional and public policy issues.
New Life For The Agency Theory: Commissioner V. Bollinger, 108 S. Ct. 1173 (1988), Linda J. Griffiths
New Life For The Agency Theory: Commissioner V. Bollinger, 108 S. Ct. 1173 (1988), Linda J. Griffiths
Florida State University Law Review
No abstract provided.
Florida Takeover Law: Control-Share Acquisitions, Robert C. Rasmussen, Jeffrey M. Fuller
Florida Takeover Law: Control-Share Acquisitions, Robert C. Rasmussen, Jeffrey M. Fuller
Florida State University Law Review
Under Florida's new control-share acquisition law, a shareholder's right to vote will be determined in certain circumstances by a vote of the other shareholders. Merrs. [sic] Rasmussen and Fuller contend that the commerce clause precludes the law's interference with interstate commerce, that the law might be preempted by the Williams Act, and that the law's validity is questionable on other constitutional grounds. The authors also suggest answers to the may questions they raise regarding ambiguities in the law, and offer advice for both potential targets and stock acquirers on how to comply with the law.
A Perspective To Reconsider Partnership Law, Donald J. Weidner
A Perspective To Reconsider Partnership Law, Donald J. Weidner
Florida State University Law Review
The Uniform Partnership Act, unchanged in over seventy years, is being considered for revision by the National Conference of Commissioners on Uniform State Laws. As Reporter to the Drafting Committee, Professor Weidner recommends that the revision process begin with a reconsideration of the fundamentals of partnership law. The drafters of the present act struggled to reconcile the conflicts between the entity and aggregate theories of partnership, conflicts which still permeate partnership law. While theoretical consistency may be desirable, a pragmatic approach to revision requires a structuring of partnership law that will serve the needs of both large and small partnerships. …
Don't Take It Personally - Limited Liability For Attorney Shareholders Under Florida's Professional Service Corporation Act, James M. Grippando
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.
Unocal Corp. V. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), David R. Singleton
Unocal Corp. V. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), David R. Singleton
Florida State University Law Review
Corporate Law-CORPORATIONS MAY EXCLUDE RAIDERS FROM DEFENSIVE SELF-TENDER OFFERS IN WARDING OFF HOSTILE TAKEOVERS
Recent Developments In The Federal Tax Law Treatment Of Nominee Corporations, Carla Green
Recent Developments In The Federal Tax Law Treatment Of Nominee Corporations, Carla Green
Florida State University Law Review
No abstract provided.
Section 83 Applied To Partnership Transactions: The Road To Certainty In Planning And Controlling The Tax Consequences Of Exchanges Of Partnership Interests For Services, Charles R. Gehrke
Section 83 Applied To Partnership Transactions: The Road To Certainty In Planning And Controlling The Tax Consequences Of Exchanges Of Partnership Interests For Services, Charles R. Gehrke
Florida State University Law Review
No abstract provided.
Smith V. Van Gorkom, 488 A.2d 858 (Del. 1985), Thomas C. Wagner
Smith V. Van Gorkom, 488 A.2d 858 (Del. 1985), Thomas C. Wagner
Florida State University Law Review
Corporate Law-THE BUSINESS JUDGMENT RULE IMPOSES PROCEDURAL REQUIREMENTS ON CORPORATE DIRECTORS
Allison V. United States, 83-1 U.S. Tax Cas. (Cch) ¶ 9241 (Ct. App. Fed. Cir. 1983), Peter Doragh
Allison V. United States, 83-1 U.S. Tax Cas. (Cch) ¶ 9241 (Ct. App. Fed. Cir. 1983), Peter Doragh
Florida State University Law Review
Partnership Taxation-INTANGIBLE DRILLING COSTS MEET SUBSTANTIAL ECONOMIC EFFECT
The Limited Liability Company Act, Richard Johnson
The Limited Liability Company Act, Richard Johnson
Florida State University Law Review
No abstract provided.
Partnership Allocations: Flipping Through The Substantial Economic Effect Hoops, Frank Rainer
Partnership Allocations: Flipping Through The Substantial Economic Effect Hoops, Frank Rainer
Florida State University Law Review
No abstract provided.
The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner
The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner
Florida State University Law Review
No abstract provided.
Ogiony V. Commissioner, 617 F.2d 14 (2d Cir. 1980), Vincent A. Sable
Ogiony V. Commissioner, 617 F.2d 14 (2d Cir. 1980), Vincent A. Sable
Florida State University Law Review
Taxation-DISREGARDING THE CORPORATE ENTITY-PARTNERS UNABLE TO IGNORE EXISTENCE OF CORPORATION USED FOR FINANCING PURPOSES