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Business Organizations Law

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2001

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Articles 1 - 30 of 55

Full-Text Articles in Law

Purpose With Profit: Governance, Enforcement, Capital-Raising And Capital-Locking In Low-Profit Limited Liability Companies, J. Haskell Murray, Edward I. Hwang Oct 2001

Purpose With Profit: Governance, Enforcement, Capital-Raising And Capital-Locking In Low-Profit Limited Liability Companies, J. Haskell Murray, Edward I. Hwang

University of Miami Law Review

No abstract provided.


E-Proxies For Sale? Corporate Vote-Buying In The Internet Age, Douglas R. Cole Jul 2001

E-Proxies For Sale? Corporate Vote-Buying In The Internet Age, Douglas R. Cole

Washington Law Review

Advances in electronic communications technology promise to invigorate shareholder voting as a viable tool for corporate governance, for example by decreasing the cost, and thereby increasing the frequency and effectiveness, of proxy fights. Increased use of shareholder voting, though, forces renewed focus on issues related to the shareholder voting process. One such issue is vote-buying. Traditionally, courts have treated vote-buying in the corporate context as per se illegal. More recently, however, courts have relaxed their attitude toward such transactions, a move generally applauded by commentators. This article argues that the newfound judicial acceptance of vote-buying is problematic, at least for …


Internet Business Model Patents: Obvious By Analogy, Margo A. Bagley Jun 2001

Internet Business Model Patents: Obvious By Analogy, Margo A. Bagley

Michigan Telecommunications & Technology Law Review

This Article contends that part of the problem of Internet business model patents is the narrow view of analogous art employed by judges and USPTO examiners which largely excludes relevant "real-world" prior art in the determination of non-obviousness under § 103 of the Patent Act. Consequently, part of the solution lies in helping courts and the USPTO properly to define analogous art for a particular invention. To do so, judges and examiners must recognize the interchangeability of computer programming (i.e. "e-world" activities) to perform a function, with human or mechanical performance of the same function (i.e. "real world" activities). Such …


Legacy Of Lost Opportunity: Designated Entities And The Federal Communications Commission's Broadband Pcs Spectrum Auction, A, Mark W. Munson Jun 2001

Legacy Of Lost Opportunity: Designated Entities And The Federal Communications Commission's Broadband Pcs Spectrum Auction, A, Mark W. Munson

Michigan Telecommunications & Technology Law Review

The Federal Communications Commission's ("FCC") designated entity policy has challenged the efficiency of the use of auctions to allocate spectrum licenses. As an alternative to comparative hearings and lotteries, auctions provide an effective solution to the costs, administrative burdens, and delays associated with apportioning spectrum. Congress required the FCC to allow firms to participate in the auctions even if they had difficulty in obtaining financing. The FCC gave these firms, known as "designated entities," set-asides and other preferences to assist them in the competitive bidding process. In the broadband Personal Communications Services ("PCS") auctions, however, designated entities frequently were unable …


Defining The Proper Scope Of Internet Patents: If We Don't Know Where We Want To Go, We're Unlikely To Get There, Vincent Chiappetta Jun 2001

Defining The Proper Scope Of Internet Patents: If We Don't Know Where We Want To Go, We're Unlikely To Get There, Vincent Chiappetta

Michigan Telecommunications & Technology Law Review

Part I of this Article addresses the appropriateness of protecting Internet innovations under the current patent regime. It concludes that the doctrinal, historical and policy arguments require different outcomes regarding computing (patentable subject matter) and competitive arts (at best a difficult fit) innovation. Part II argues that the new electronic economy has given rise to a particular kind of competitive arts "market failure" (interference with first-to-move lead-time incentives) which must be addressed. It concludes, however, that tinkering with the existing patent or copyright regimes is not only complex, but poses significant risks, and should be avoided. Part III sketches the …


Wells Fargo & Co. And Subsidiaries V. Commissioner: Rethinking The Deductibility Of Certain Pre-Merger Expenditures, Jeffery R. Atkin May 2001

Wells Fargo & Co. And Subsidiaries V. Commissioner: Rethinking The Deductibility Of Certain Pre-Merger Expenditures, Jeffery R. Atkin

Brigham Young University Journal of Public Law

No abstract provided.


Conversion And Mergers Of Disparate Business Entities, Robert C. Art Apr 2001

Conversion And Mergers Of Disparate Business Entities, Robert C. Art

Washington Law Review

Legislation permitting a business organized in one form, such as a corporation, to merge with a business of a different form, such as a limited liability company, is relatively recent, but reasonable and beneficial. A logical extension of this legislation is to permit a single business entity to convert its organizational form without involving a second entity. Recognition of these cross-entity transactions flows naturally from the expansion of organizational options in recent years, particularly the introduction of limited liability companies and limited liability partnerships. Conversion and merger of disparate entities are already available in a few states, with varying degrees …


Whither The Race? A Comment On The Effects Of The Delawarization Of Corporate Reorganizations, Robert K. Rasmussen, Randall S. Thomas Mar 2001

Whither The Race? A Comment On The Effects Of The Delawarization Of Corporate Reorganizations, Robert K. Rasmussen, Randall S. Thomas

Vanderbilt Law Review

The war is over and Delaware has won. The "Delawarization" of bankruptcy law appears complete. The reorganization of a large, publicly held corporation under Chapter 11 of the Bankruptcy Code today will more likely take place in the Delaware Bankruptcy Court than in any other jurisdiction.' The bankruptcy judges and lawyers in Delaware are no doubt pleased with this state of affairs, while many of their counterparts in other jurisdictions look to Delaware with envy. While few question that Delaware is the preferred forum for public corporations seeking to reorganize, it remains hotly contested whether that is a good thing. …


The Corporate Defamation Plaintiff In The Era Of Slapps: Revisiting New York Times V. Sullivan, D. Mark Jackson Feb 2001

The Corporate Defamation Plaintiff In The Era Of Slapps: Revisiting New York Times V. Sullivan, D. Mark Jackson

William & Mary Bill of Rights Journal

Corporations have increasingly used defamation suits as an offensive weapon. Many of these suits may be defined as SLAPP suits-Strategic Litigation Against Public Participation. These suits, often meritless, are designed to harass and silence a corporations' critics. Following a survey oft he history of defamation law and the protection of free speech, this Note argues that corporations should be treated as per se public figures in defamation suits. This derives from the uniquely public nature of a corporation and an assumption of the risk of defamatory falsehoods that arises from the act of incorporation.Treating corporations in this manner would place …


Lessons To Be Learned: The Conflict In International Antitrust Law Contrasted With Progress In International Financial Law, William P. Connolly Jan 2001

Lessons To Be Learned: The Conflict In International Antitrust Law Contrasted With Progress In International Financial Law, William P. Connolly

Fordham Journal of Corporate & Financial Law

No abstract provided.


The Critical Issue Of Standing Under Section 11 Of The Securities Act Of 1933, Paul C. Curnin, Christine M. Ford Jan 2001

The Critical Issue Of Standing Under Section 11 Of The Securities Act Of 1933, Paul C. Curnin, Christine M. Ford

Fordham Journal of Corporate & Financial Law

No abstract provided.


The New Policy Agenda For Financial Services, Richard S. Carnell Jan 2001

The New Policy Agenda For Financial Services, Richard S. Carnell

Fordham Journal of Corporate & Financial Law

No abstract provided.


A Tribute To Sec Chairman Arthur Levitt: Inaugural A.A. Sommer, Jr. Lecturer In Corporate Securities & Financial Law, John D. Ferrick Jan 2001

A Tribute To Sec Chairman Arthur Levitt: Inaugural A.A. Sommer, Jr. Lecturer In Corporate Securities & Financial Law, John D. Ferrick

Fordham Journal of Corporate & Financial Law

No abstract provided.


The Sec's Regulation Fd, Richard L. Anderson, David Becker, Harvey L. Goldschmid, Eric D. Roiter, Susan E. Wolf, Alex Zisson, Jill E. Fisch Jan 2001

The Sec's Regulation Fd, Richard L. Anderson, David Becker, Harvey L. Goldschmid, Eric D. Roiter, Susan E. Wolf, Alex Zisson, Jill E. Fisch

Fordham Journal of Corporate & Financial Law

No abstract provided.


The Sec's "Fair Value" Standard For Mutual Fund Investment In Restricted Shares And Other Illiquid Securities , Janet Kiholm Smith Dr. Jan 2001

The Sec's "Fair Value" Standard For Mutual Fund Investment In Restricted Shares And Other Illiquid Securities , Janet Kiholm Smith Dr.

Fordham Journal of Corporate & Financial Law

No abstract provided.


The Hot Ipo Phenomenon And The Great Internet Bust, Andres Rueda Jan 2001

The Hot Ipo Phenomenon And The Great Internet Bust, Andres Rueda

Fordham Journal of Corporate & Financial Law

No abstract provided.


Inequities In The Resolution Of Securities Disputes: Individual Or Class Action; Arbitration Or Litigation, Farah Z. Usmani Jan 2001

Inequities In The Resolution Of Securities Disputes: Individual Or Class Action; Arbitration Or Litigation, Farah Z. Usmani

Fordham Journal of Corporate & Financial Law

No abstract provided.


Analyst Liability And The Internet Bubble: The Morgan Stanley/Mary Meeker Cases, Jaimee L. Campbell Jan 2001

Analyst Liability And The Internet Bubble: The Morgan Stanley/Mary Meeker Cases, Jaimee L. Campbell

Fordham Journal of Corporate & Financial Law

No abstract provided.


Response: Small Business Reorganization And The Sabre Proposals, Joseph A. Guzinsky Jan 2001

Response: Small Business Reorganization And The Sabre Proposals, Joseph A. Guzinsky

Fordham Journal of Corporate & Financial Law

No abstract provided.


Muddy Rules For Securitizations, Edward J. Janger Jan 2001

Muddy Rules For Securitizations, Edward J. Janger

Fordham Journal of Corporate & Financial Law

No abstract provided.


Revised Article 9, The Proposed Bankruptcy Code Amendments And Securitizing Debtors And Their Creditors, Lois R. Lupica Jan 2001

Revised Article 9, The Proposed Bankruptcy Code Amendments And Securitizing Debtors And Their Creditors, Lois R. Lupica

Fordham Journal of Corporate & Financial Law

No abstract provided.


Corporate Groups And Crossborder Insolvencies: A Canada- United States Perspective, Jacob Zeigel Jan 2001

Corporate Groups And Crossborder Insolvencies: A Canada- United States Perspective, Jacob Zeigel

Fordham Journal of Corporate & Financial Law

No abstract provided.


The Problem Of Corporate Groups, A Comment On Professor Ziegel, Robert K. Rasmussen Jan 2001

The Problem Of Corporate Groups, A Comment On Professor Ziegel, Robert K. Rasmussen

Fordham Journal of Corporate & Financial Law

No abstract provided.


Means Testing Consumer Bankruptcy: The Problem Of Means, Jean Braucher Jan 2001

Means Testing Consumer Bankruptcy: The Problem Of Means, Jean Braucher

Fordham Journal of Corporate & Financial Law

No abstract provided.


Comment On Means Testing Consumer Bankruptcy By Jean Braucher, Eric Posner Jan 2001

Comment On Means Testing Consumer Bankruptcy By Jean Braucher, Eric Posner

Fordham Journal of Corporate & Financial Law

No abstract provided.


Response To Eric Posner, Jean Braucher Jan 2001

Response To Eric Posner, Jean Braucher

Fordham Journal of Corporate & Financial Law

No abstract provided.


But Can She Keep The Car? Some Thoughts On Collateral Retention In Consumer Chapter 7 Cases, Marianne B. Culhane, Michaela M. White Jan 2001

But Can She Keep The Car? Some Thoughts On Collateral Retention In Consumer Chapter 7 Cases, Marianne B. Culhane, Michaela M. White

Fordham Journal of Corporate & Financial Law

No abstract provided.


Lesson From The Trenches: Debtor Educator In Theory And Practice, Susan Block-Lieb, Karen Gross, Richard L. White Jan 2001

Lesson From The Trenches: Debtor Educator In Theory And Practice, Susan Block-Lieb, Karen Gross, Richard L. White

Fordham Journal of Corporate & Financial Law

No abstract provided.


Mandatory Bankruptcy Counseling: The Canadian Experience, Lain Ramsay Jan 2001

Mandatory Bankruptcy Counseling: The Canadian Experience, Lain Ramsay

Fordham Journal of Corporate & Financial Law

No abstract provided.


Strategic Planning For Financial Institutions In A New Legal And Economic Environment, Carl Felsenfeld, William T. Lifland, Ernest T. Patrikis, Frank Scifo, William J. Sweet Jr. Jan 2001

Strategic Planning For Financial Institutions In A New Legal And Economic Environment, Carl Felsenfeld, William T. Lifland, Ernest T. Patrikis, Frank Scifo, William J. Sweet Jr.

Fordham Journal of Corporate & Financial Law

No abstract provided.