Law Commons^™

Employee Benefits Up-Date: Coping With Chaos, Mark S. Dray

William & Mary Annual Tax Conference

No abstract provided.

Alternatives To Buy-Sell Agreements And Business Succession Planning, Myron E. Sildon

William & Mary Annual Tax Conference

No abstract provided.

Intangible Asset Depreciation: Newark And Section 197, Kenneth W. Gideon

William & Mary Annual Tax Conference

No abstract provided.

Buy-Sell Agreements For The Family Owned Business: Practical Considerations And Planning Opportunities, Morton A. Harris

William & Mary Annual Tax Conference

No abstract provided.

Recent Developments Affecting Real Estate And Partnerships, Stefan F. Tucker

William & Mary Annual Tax Conference

No abstract provided.

Individual And Collective Sovereignty In The Corporate Enterprise (Reviewing Frank H. Easterbrook & Daniel R. Fishel, The Economic Structure Of Corporate Law (1991) And Robert N. Bellah Et Al., The Good Society (1991), Lyman P. Q. Johnson

Scholarly Articles

Not available.

Business Associations, Paul A. Quirós, Lynn Scott Magruder

Mercer Law Review

This Article surveys noteworthy cases that the Georgia Court of Appeals, the Georgia Supreme Court, the United States district courts in Georgia, and the Eleventh Circuit Court of Appeals decided during the survey period. This Article also reviews important acts of the Georgia General Assembly concerning corporation, partnership, securities, and banking law.

Utah Limited Liability Companies: The ''Ugly Ducklings", Keen L. Ellsworth

BYU Law Review

No abstract provided.

The Lemonade Stand: Feminist And Other Reflections On The Limited Liability Of Corporate Shareholders, Theresa A. Gabaldon

Vanderbilt Law Review

The sultriness that was summer in D.C. blanketed the pedestrians returning to Capitol Hill. Trickling toward home through air that passively resisted, I almost overlooked a shape emerging from the haze of my own street. It might have been some atmospherically-induced apparition; rather, there, in the 1990s, in front of a well-kept urban rowhouse with door adorned by yuppie wreath, sat an immaculate child, seraphically presiding over a linen-covered table bearing a pitcher made of Tupperware. His neatly lettered sign, presumably prepared by an invisible caregiver in endorsement of his enterprise, read "Lemonade - 50 Cents."

The little boy with …

Department Of Corporations, S. Celaka Jr.

California Regulatory Law Reporter

No abstract provided.

A Critical Look At Corporate Governance, Lawrence E. Mitchell

Vanderbilt Law Review

The internal law of corporations is built upon the problem of competition-not competition with the world outside the corporate entity, which, according to liberal economic theory, is essential to the increase of wealth and well-being in society, but competition among the various groups of individuals that animate the corporation. The problem is (to extend the implicit metaphor) as if a human being's internal organs were constantly battling to capture all of the body's energy, rather than working together to contribute to the well-being of the whole. Like the human body, the corporation's "energy" (its assets) is, at any given point …

Untenable Status Of Corporate Governance Listing Standards Under The Securities Exchange Act, Douglas C. Michael

Law Faculty Scholarly Articles

United States securities markets operate under a system of supervised self-regulation created by the Securities Exchange Act of 1934 (Exchange Act). That system includes substantive regulation of the traders and the issuers of securities traded in those markets through the use of listing standards.

These listing standards have a unique status. They are part of a self-regulatory system, but are not classic self-regulation. The markets do not govern the traders of which it consists; rather, it governs outsiders—the issuers. The markets and the Securities and Exchange Commissions have sought to control issuers in ways not clearly related to trading in …

Department Of Corporations, W. C. Van Duyne

California Regulatory Law Reporter

No abstract provided.

An Improved Choice: The Virginia Limited Liability Company, James J. Wheaton

Faculty Publications

When the General Assembly adopted the Virginia Limited Liability Company Act (the "Act")' in 1991, Virginia joined just four other states in recognizing the potential of a relatively obscure business entity, the limited liability company ("LLC"). The LLC concept has spread rapidly since the adoption of the Virginia Act early last year. Three other states enacted LLC legislation in 1991, and in just the first few months of 1992, six more states followed the trend.

[...]

Although the number of LLCs formed in Virginia since the Virginia Act took effect last July displays the willingness of Virginia attorneys to recommend …

The Corporate Officer's Independent Duty As A Tonic For The Anemic Law Of Executive Compensation, Douglas C. Michael

Law Faculty Scholarly Articles

History repeats itself in the law as in other arenas. In the law of executive compensation, such a repetition may be imminent. Ever since the advent of the large industrial corporation in the United States, there has been periodic outrage at payments made to its top executives. This repetition suggests that the law has failed to keep pace with the observed problems. Part I of this Article describes the current and historic uproar over executive compensation in large corporations in the United States. Part II provides the economic background of the process of negotiating executive compensation. Part III analyzes the …

Life In The Boardroom After Firrea: A Revisionist Approach To Corporate Governance In Insured Depository Institutions, Mark David Wallace

University of Miami Law Review

No abstract provided.

Down Bankruptcy Lane, John D. Ayer

Michigan Law Review

A Review of Strategic Bankruptcy: How Corporations and Creditors Use Chapter 11 to Their Advantage by Kevin J. Delaney and Corporate Welfare by Laurence H. Kallen and A Feast for Lawyers/Inside Chapter 11: An Exposé by Sol Stein

Countervailing Power—Different Rules For Different Markets? Conduct And Context In Antitrust Law And Economics, Barbara Ann White

All Faculty Scholarship

The focus of modern applications of economic reasoning to antitrust concerns has been on the more subtle efficiency or procompetitive dimensions of the scrutinized conduct. When any of these characteristics are discovered, the courts tend to find no antitrust violation.

Two major difficulties arise with this approach. First, efficiency or procompetitive aspects can almost always be uncovered in any corporate enterprise, creating the potential for legitimizing almost all business behavior. Second, the legal conclusions courts reach are typically couched in terms of the business practice itself; therefore, once upheld, that practice is implicitly validated for other unrelated marketplace scenarios. Indiscriminate …

Corporate Law Through An Antitrust Lens, Edward B. Rock

All Faculty Scholarship

No abstract provided.

Coordinating Sanctions For Corporate Misconduct: Civil Or Criminal Punishment, David Yellen, Carl J. Mayer

Articles

No abstract provided.

The Final Regulations Under Irc Sections 704(B) And 752: Envisioning Economic Risk Of Loss Through A Glass Darkly, Ed R. Haden

Washington and Lee Law Review

No abstract provided.

Corporate Law After The Eighties: Reflections On The Relationship Between Management, Shareholders, And Stakeholders, Peter J. Henning

Law Faculty Research Publications

No abstract provided.

Reinsurance: Bad Faith Considerations And Insolvency Dilemma, Hui-Ju Hsieh

LLM Theses and Essays

Reinsurance is insurance that an insurance company purchases from another insurance company. The original insurance company is called the reinsured, and the insurance company that is contracted is called the reinsurer. The main purpose of reinsurance is to disperse or spread the risk of loss. The reinsurance relationship is frequently characterized as an exercise of fiduciary responsibility based upon an undertaking of utmost good faith between contracting parties. However, disputes arise; most litigation involving reinsurance has been between reinsurers and persons not party to the reinsurance agreement. This paper’s first major area of discussion is the relationship between the reinsurer …

Union Raids, Union Democracy, And The Market For Union Control, Stewart J. Schwab

Cornell Law Faculty Publications

In this article, Professor Schwab compares the union member-leader relationship to the corporate shareholder-manager relationship and examines what can be learned from the voluminous literature regarding corporate control about problems of internal union democracy. Specifically, he questions whether a viable market for union control does or could exist that might induce leaders to act in the interests of their members. He analyzes the structural weaknesses in the market for union control and the legal factors inhibiting a union takeover market. Schwab concludes that a weak market does exist, despite the nonprofit nature of unions that limits the ability of leaders …

"Reasonable Expectations" Define Board Power To Liquidate A Solvent Close Corporation In Bankruptcy, Shelby D. Green

Elisabeth Haub School of Law Faculty Publications

This Article will argue that, in the absence of contrary provisions in the articles of incorporation, the power of the board of directors of a solvent close corporation to file a voluntary petition for liquidation in bankruptcy must be determined by the theory of “reasonable expectations.” This doctrine not only addresses wrongdoing by those in control, but also defines the power and rights of close corporation participants. Part II briefly considers the uses of bankruptcy in recent years and comments on the peculiar occasion of a solvent corporation deciding to liquidate in bankruptcy. Part III summarizes the facts and identifies …

Algunas Reflexiones Sobre La Protección Penal De Cheque, Martin Paolantonio

Martin Paolantonio

Nota a fallo con consideraciones sobre el alcance de la tutela penal del cheque y el delito de libramiento de cheque sin provisión de fondos

Anotaciones Sobre El Nuevo Régimen Legal De Factura Conformada (Ley 24.064), Martin Paolantonio, Salvador Bergel

Martin Paolantonio

Análisis de los aspectos principales de la ley 24.064 que incorporó una nueva normativa para la factura conformada

La Eficacia Del Derecho Internacional Frente A La Cuestión Ambiental, Martin Paolantonio

Martin Paolantonio

Se subraya la necesidad de un consenso real en el plano internacional para que el derecho ambiental deje de ser primariamente declarativo

The Revised Uniform Partnership Act: Some Comments On The Latest Draft Of Rupa, J. Dennis Hynes

Florida State University Law Review

No abstract provided.

Department Of Corporations, W. C. Van Duyne

California Regulatory Law Reporter

No abstract provided.