Law Commons^™

Redemptions Under Section 303, Emeric Fischer

William & Mary Annual Tax Conference

No abstract provided.

Estate Planning For Subchapter S Corporation Stock, Barbara B. Hipple

William & Mary Annual Tax Conference

No abstract provided.

Optional Adjustments To Basis Of Partnership Property On Transfer Of Partnership Interests, Donald J. Weidner

William & Mary Annual Tax Conference

No abstract provided.

Abandoning Bankruptcy Law's "Identity Of Interest" Exception, Michigan Law Review

Michigan Law Review

Section I of this Note discusses the goals and weaknesses of the identity of interest exception; Section II explains the advantages of consolidation and novation; and the final Section suggests a way to separate cases where novation is appropriate from those where consolidation is the preferred remedy.

Survival Of Rights Of Action After Corporate Merger, Michigan Law Review

Michigan Law Review

Once a corporation ceases to exist, most courts permit neither primary nor derivative suits to be brought in its name. If a merger precipitates that corporate demise, courts usually hold that standing to sue, like other assets of the "merged" corporation, passes to the surviving corporation. This Note ponders the merit of that rule of passage.

Section I categorizes the cases defining the rule of passage. Some courts have steadfastly adhered to the rule and denied standing to the merged corporation's shareholders. Other courts, fearing that the rule would preclude meritorious actions, have created exceptions allowing these shareholders to ...

Lawyering And Client Decisionmaking: Informed Consent And The Legal Profession, Mark Spiegel

Boston College Law School Faculty Papers

In this Article, Professor Spiegel examines the doctrine of informed consent as it relates to the legal profession. The Article first traces the development of the informed-consent doctrine and then considers the extent to which current legal doctrines and professional norms incorporate informed consent between lawyers and their clients. Professor Spiegel suggests that the predominant focus of informed consent is on a lawyer’s power to bind his client vis-à-vis third parties and advocates for the development of an informed-consent doctrine that accounts for the interests of all parties involved. Professor Spiegel concludes with a discussion of the application of ...

Lawyering And Client Decisionmaking: Informed Consent And The Legal Profession, Mark Spiegel

Mark Spiegel

In this Article, Professor Spiegel examines the doctrine of informed consent as it relates to the legal profession. The Article first traces the development of the informed-consent doctrine and then considers the extent to which current legal doctrines and professional norms incorporate informed consent between lawyers and their clients. Professor Spiegel suggests that the predominant focus of informed consent is on a lawyer’s power to bind his client vis-à-vis third parties and advocates for the development of an informed-consent doctrine that accounts for the interests of all parties involved. Professor Spiegel concludes with a discussion of the application of ...

Corruption And The Foreign Corrupt Practices Act Of 1977, Fredric Bryan Lesser

University of Michigan Journal of Law Reform

This article first discusses the business activities and competing interests which prompted congressional action. Part II analyzes the FCPA and attempts to solve the ambiguities inherent in the criminalization provisions, thereby clarifying which activities are proscribed by the FCPA and what is meant by the Act's corruption requirement. Finally, Part III examines the possibilities for multinational agreements prohibiting bribery.

The Constitutional Rights Of Corporations Revisited: Social And Political Expression And The Corporation After First Nationial Bank V. Bellotti, Charles R.T. O'Kelley

Scholarly Works

The Supreme Court has addressed only a few occasions the extent to which corporations enjoy those constitutional rights so fundamental to private citizens. In this article Professor O'Kelley discusses the inherent difficulty in applying familiar constitutional principles to corporations and examines those cases in which the Supreme Court has either extended or denied to corporations various constitutional rights. Finding that two underlying conceptual doctrines -- the Field rational and the associational rationale -- have guided the Court in previous decisions in this area, he then applies these doctrines in an analysis of the recent Supreme Court decision in First National Bank ...

Corporate Mismanagement And The Federal Securities Act's Antifraud Provisions: A Familiar Path With Some Detours, Thomas L. Hazen

Boston College Law Review

No abstract provided.

Application Of The Attorney-Client Privilege To Corporations: New Directions And A Proposed Solution, John D. Donovan Jr

Boston College Law Review

No abstract provided.

Constitutional Law -- First Amendment -- Corporate Free Speech: First National Bank Of Boston V. Bellotti, Laurence J. Donoghue

Boston College Law Review

No abstract provided.

Corporate Governance And The Outside Director - A Modest Proposal, Victor M. Earle, Iii

Washington and Lee Law Review

No abstract provided.

Accounting And Accountability: Overview Of The Accounting Provisions Of The Foreign Corrupt Practices Act Of 1977, Thomas E. Baker

Washington and Lee Law Review

No abstract provided.

Estate Planning For Owners Of Closely Held Corporations: A Critical View Of Code Sections 303, 6166, And 6166a, Richard E. Curran Jr

Boston College Law Review

No abstract provided.

The Curse Of Corporate Control: A Mutual Insurance Company-A Brief On Behalf Of Society, David Cowan Bayne

BYU Law Review

No abstract provided.

Reflections On Section 382: Searching For A Rationale, J. Clifton Fleming Jr.

BYU Law Review

No abstract provided.

A New Look At The Section 119 Meals And Lodging Exclusion, Steven Luby

West Virginia Law Review

One of the most problematic areas of income tax law has been the excludability of various employee fringe benefits from taxable income. This article examines the appropriate tax treatment of one type of fringe benefit-meals furnished by an employer to his employee. Prior to 1954 the excludability of the value of meals furnished by an employer was dependent upon whether the factual circumstances of the case satisfied a "convenience of the employer" rule developed by administrative rulings and case law. In 1954 Congress attempted to end the confusion surrounding the excludability of meals furnished by an employer by enacting section ...

Book Reviews: Two Cheers For Capitalism / Does Freedom Work?, Henry Aaron

Vanderbilt Law Review

Although Kristol's book is vastly better than Devine's--both in style and in content--the two books suffer from a common short-coming. Kristol sees a central institution of modern capitalism--the corporation-under aggressive attack, and seeks to defend it. One may disagree with his appraisal of the risks, and resent his tendency to tar all critics with the inanities of the most extreme, but he has a strong case to make-that the rise of modern American capitalism has been a magnificent success story. This success has required an uneasy cooperation between free-market institutions and collective restraints and modifications of market outcomes ...

Ambivalent Reflections On Regulation, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Multinationals Revisited, John M. Niehuss

Michigan Law Review

A Review of Storm over the Multinationals--The Real Issues by Raymond Vernon

A Note On Corporate America, Simon M. Lorne

Michigan Law Review

A Review of The Attack on Corporate America: The Corporate Issues Sourcebook edited by M. Bruce Johnson

On Petition For A Writ Of Certiorari To The United States Court Of Appeals For The Sixth Circuit, Brief Of The Federal Bar Association As Amicus Curiae, The Upjohn Company, Et Al. V. United States Of America, Et Al., Thomas G. Lilly, Alfred F. Belcuore, Paul F. Rothstein, Ronald L. Carlson

U.S. Supreme Court Briefs

This case presents the question of whether communications between employees of a corporation and an attorney representing that corporation are entitled to the full protections of the attorney-client privilege only when the employees are those responsible for deciding and directing the corporation's response to the attorney's legal advice.

Observations On The Nature Of Joint Ventures In Mexico: Are They Involuntary And Transitory Institutions?, Michael W. Gordon

Boston College International and Comparative Law Review

No abstract provided.

Chapter 2: Corporations, John D. Donovan Jr., Clover M. Drinkwater-Lunn, Barbara Jane Levine, Daniel E. Wright

Annual Survey of Massachusetts Law

No abstract provided.

German Merger Control: A European Approach To Anticompetitive Takeovers, Rolf Belke, W. David Braun

Northwestern Journal of International Law & Business

European free-market countries recently have begun to enact more laws regulating mergers and joint-ventures, with Germany at the forefront. In this article, Messrs. Belke and Braun intensively analyze the German merger control law, including the criteria that necessitate a report to the German Cartel Office, its application of the substantive merger control rules, and possible exceptions to an anti-merger ruling. They also explore the impact of the German law on international mergers and joint-ventures. Finally, they discuss in detail the first two German Supreme Court decisions that construed the substantive rules and contrast them with similar American cases.

The Effects Of United States Antitrust Laws On The International Operations Of American Firms, Melvin Schwechter, Richard Schepard

Northwestern Journal of International Law & Business

United States antitrust laws increasingly have affected the international activities of U.S. corporations. The business community maintains that these laws have hurt international operations. In this article, Messrs. Schwechter and Schepard consider five major areas of concern to American businessmen: potential antitrust attacks upon licensing agreements, use of the foreign sovereign compulsion doctrine as an antitrust defense, subject matter jurisdiction and discovery, application of the "rule of reason" to international joint ventures, and the multifaceted nature of antitrust enforcement. They then discuss the Justice Department's response to the business community and propose several recommendations that should help United ...

The Constitutional Rights Of Corporations Revisited: Social And Political Expression And The Corporation After First National Bank V. Bellotti, Charles O'Kelley

Faculty Scholarship

The Supreme Court has addressed only a few occasions the extent to which corporations enjoy those constitutional rights so fundamental to private citizens. In this article Professor O'Kelley discusses the inherent difficulty in applying familiar constitutional principles to corporations and examines those cases in which the Supreme Court has either extended or denied to corporations various constitutional rights. Finding that two underlying conceptual doctrines -- the Field rational and the associational rationale -- have guided the Court in previous decisions in this area, he then applies these doctrines in an analysis of the recent Supreme Court decision in First National Bank ...

Liabilities In Excess Of Basis: Focht, Section 357(C)(3) And The Assignment Of Income, Glenn E. Coven

Faculty Publications

No abstract provided.

Extraterritorial Effect Of The Registration Requirements Of The Securities Act Of 1933, Peter John Mitchell Rohall

Villanova Law Review

No abstract provided.