Law Commons^™

Selected Tax Issues For Pass-Through Entities, Charles H. Egerton, Samuel P. Starr

William & Mary Annual Tax Conference

No abstract provided.

Family Businesses: Using Llcs And S Corporations, Samuel P. Starr, Jay M.L. Payne

William & Mary Annual Tax Conference

No abstract provided.

All In The Family (Partnership), Charles H. Egerton

William & Mary Annual Tax Conference

No abstract provided.

Planning For The Purchase Or Sale Of A Corporate Business Federal Tax Aspects, Peter L. Faber

William & Mary Annual Tax Conference

No abstract provided.

A Practical Guide To The Tax Consequences Of Disposing Of A Partnership (Or Llc) Business, Richard M. Lipton, John T. Thomas

William & Mary Annual Tax Conference

No abstract provided.

The Responsible Corporate Officer, Criminal Liability, And Mens Rea: Limitations On The Rco Doctrine , Cynthia H. Finn

American University Law Review

No abstract provided.

The Ali Principles Of Corporate Governance Compared With Georgia Law—Continued, Marjorie Fine Knowles, Colin Flannery

Mercer Law Review

I. PART VII, CHAPTER 1: THE DERIVATIVE ACTION

Nothing in The American Law Institute's. . . Principles of Corporate Governance: Analysis and Recommendations... proved more controversial than the effort to develop fair and balanced standards for the derivative action. Only the topic of corporate takeovers seems to evoke an equally intense level of emotion among corporate lawyers. Not surprisingly then, Part VII (Remedies) of the Principles attracted the same attention from critics that a lightning rod does in a thunderstorm.

Indeed, the lobbying and scrutiny visited upon the American Law Institute's ("ALI") work on the derivative action from the various …

Business Associations, Paul R. Quirós, Lynn Schutte Scott, Gregory M. Beil

Mercer Law Review

This Article surveys noteworthy cases that the Georgia Appellate Courts, the United States District Courts in Georgia, and the United States Court of Appeals decided during the survey period as they relate to Georgia corporate, partnership, securities, and banking laws. It also highlights certain enactments by the Georgia General Assembly revising the Official Code of Georgia Annotated ("O.C.G.A.").

The Limited Liability Company: A Catalyst Exposing The Corporate Integration Question, Susan Pace Hamill

Michigan Law Review

The rise of the domestic limited liability company (LLC) from obscurity to its present position as a viable, mainstream alternative to the corporation or partnership was met with enormous enthusiasm by the business community and the practicing bar. First introduced by the State of Wyoming in 1977 and recognized by the Internal Revenue Service (IRS) as a partnership for federal income tax purposes in 1988, the LLC offers for the first time a domestic entity that combines the tax advantages of a partnership with limited liability protection for all members, an advantage commonly associated with corporations. The advantages of the …

A Call For More Lenient Director Liability Standards For Small, Charitable Nonprofit Corporations, David W. Barrett

Indiana Law Journal

No abstract provided.

A Critique Of The Second Circuit's Analysis Of New York And New Jersey Joint Venture Law In Arditi V. Dubitzky And Sagamore Corp. V. Diamond West Energy Corp, Robert E. Steinbuch

Faculty Scholarship

No abstract provided.

Risky Business, Michael S. Baram

Faculty Scholarship

In prior studies by high-level commissions, emphasis was given to improving the scientific basis and institutional procedures for risk assessment and risk regulation within existing statutory frameworks. Recommendations have led to slow but steady progress. This study is considerably different. It emphasizes a public health approach for efficient use of resources in a new flexible framework for risk management, reductionist approaches to risk assessment and characterization, increased public involvement, and various methods for managing such public involvement. It provides a mix of aspirations and concepts, procedures, and "shop floor rules" for putting the new system of risk management into practice. …

Corporate Natural Law: The Dominance Of Justice In A Codified World, Stuart R. Cohn

UF Law Faculty Publications

One tends to think of corporate law as quite formalistic, bound by corporate statutes, articles of incorporation, bylaws, and customary rules of commercial conduct. While many aspects of corporate law are indeed so rule-bound, the truth is that the major issues facing directors, officers and shareholders, ranging from fiduciary duties to minority rights, are generally determined by much more amorphous principles of equity. Hence the notion of “corporate natural law.”

Steinbach V. Hubbard: Somebody Call An Ambulance! The Fair Labor Standards Act And The Successor Liability Doctrine Have Been Seriously Injured!, Andrew P. Pickering

BYU Law Review

No abstract provided.

Cooperative Implementation Of Federal Regulations, Douglas C. Michael

Law Faculty Scholarly Articles

Professor Michael examines regulatory programs in which the federal government leaves many compliance decisions up to the regulated entities themselves. Drawing on prior research and theory in the area, he concludes that such "cooperative implementation" is feasible if three principles are observed: (1) regulatory standards are written to leave discretion in methods of compliance and that discretion is within the competence of the regulated entities; (2) there are economic incentives to offset the additional costs to these entities; and (3) the entities self-report their own compliance, the agency closely monitors the program, and the agency maintains a residual program of …

China's Company Law: Practicing Capitalism In A Transitional Economy, Anna M. Han

Washington International Law Journal

As China embarks on the road to transform itself from a planned economy to one in which market forces play an increasingly important part, the corporation will play a critical role in this transformation. By outlining past and existing economic policies, this article explores how these newly sanctioned corporations will operate in China's changing economy and points outs some of the difficulties which the Chinese will encounter. The article also recommends some steps necessary for the Chinese economy to fully enjoy the benefits of efficiently operated corporations.

Lmo's: Treasure Chest Or Pandora's Box, Michael S. Baram

Faculty Scholarship

Biotechnology is beginning to trans- A form agriculture across the globe. After thousands of years of traditional plant and animal breeding, and centuries of mechanization and chemical application, genetic research has opened a Pandora's box of living modified organisms (LMOs) designed to improve the productivity and efficiency of commercial agriculture. A multitude of transgenic crops and animals is now being introduced into commerce by biotechnology companies, and b nations are puzzling out how to appropriate the benefits and manage the risks.

American biotechnology companies and agencies are the leading proponents of using LMOs. They claim that two decades of costly …

Resale Issues In Telecommunications Regulation: An Economic Perspective, Alexander C. Larson

Michigan Telecommunications & Technology Law Review

The purpose of this Article is to evaluate proposed resale policies from an economic perspective. Specifically, this Article evaluates whether mandated resale can be expected to lead to the benefits ascribed to it by its proponents. In addition, this Article identifies issues which must be addressed before an economically sound local service resale policy may be put into place.

Revisiting Revlon: The Rumors Of Its Demise Have Been Greatly Exaggerated, T. Richard Giovannelli

William & Mary Law Review

No abstract provided.

Directorial Fiduciary Duties In A Tracking Stock Equity Structure: The Need For A Duty Of Fairness, Jeffrey J. Hass

Michigan Law Review

Part I of this article briefly describes the key distinctions between a tracking stock corporation and a conventional corporation. It then touches on the reasons why corporations have adopted tracking stock equity structures. Part II articulates the unique legal challenges presented by a tracking stock equity structure. Part III discusses the disclosure that tracking stock corporations have made with respect to these challenges. Part IV briefly summarizes the fiduciary duties of care and loyalty and explores why these duties are ill-equipped to address these challenges. Part V presents the duty of fairness and discusses the duty's elements in detail. In …

Corporate Governance And Managerial Incompetence: Lessons From Kmart, D. Gordon Smith

Faculty Scholarship

Modern corporate governance scholars often extol an activist role by institutional investors in directing corporate activity. Widely viewed as a solution to the collective action problems that inhibit such activism by individual investors, institutional investors are praised for adding value to corporations through their participation in the decision making process. The ouster of Joseph Antonini as Chief Executive Officer of Kmart Corporation in 1995 might be taken as a vindication of this view, because substantial evidence indicates that institutional investors played a crucial role in influencing Kmart's board of directors to remove him. In this Article, Professor Smith challenges this …

Insider Trading, Gaston Mirkin

Gaston Mirkin

No abstract provided.

The Contested Role Of The Civil Jury In Business Litigation, Valerie P. Hans

Cornell Law Faculty Publications

According to a recent study, several of the most frequent criticisms of the jury in business cases--that it is pro-plaintiff, that its decisions are based more on sympathy and prejudice than facts, and that it focuses on the defendant's deep pockets--appear to be unfounded.

Revising Washington's Corporate Practice Of Medicine Doctrine, Lisa Rediger Hayward

Washington Law Review

Current Washington law prohibits the corporate practice of medicine. The courts have interpreted this doctrine to prohibit the employment of physicians by any entity, other than a professional corporation or health maintenance organization, even if the corporation only performs business functions. This Comment discusses the corporate practice of medicine doctrine in Washington and its usefulness in the modem health care environment. It argues that two of the doctrine's underlying justifications are effectuated more sensibly by current regulatory provisions and that the doctrine should be retained only to prevent lay interference with physician autonomy in medical decisions. This Comment recommends that …

Corporate Director And Officer Liability, Constance Frisby Fain

University of Arkansas at Little Rock Law Review

No abstract provided.

M&A: Survival Of The Fittest In The 21st Century: Strategic Positioning In The Banking And Communications Industries - M&A In The Banking Industry Investment Banking Perspective, Neil Mccarthy

Fordham Journal of Corporate & Financial Law

No abstract provided.

M&A In The Banking Industry: Legal Perspective, Fred B. White

Fordham Journal of Corporate & Financial Law

No abstract provided.

M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Corporate Restructuring & Spin-Offs, Michael Kliegman

Fordham Journal of Corporate & Financial Law

No abstract provided.

M&A Implications Of Telecommunications Act Of 1996, Jay L. Birnbaum

Fordham Journal of Corporate & Financial Law

No abstract provided.

M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Should A Bank Acquire, Merge, Or Divest, Maureen S. Bateman

Fordham Journal of Corporate & Financial Law

No abstract provided.