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Business Organizations Law

1998

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Articles 1 - 30 of 99

Full-Text Articles in Law

The Shareholder Primacy Norm, D. Gordon Smith Dec 1998

The Shareholder Primacy Norm, D. Gordon Smith

Faculty Scholarship

Corporate directors have a fiduciary duty to make decisions in the best interests of the shareholders. This aspect of fiduciary duty is often called the shareholder primacy norm. Legal scholars generally assume that the shareholder primacy norm is a major factor considered by boards of directors of publicly traded corporations in making ordinary business decisions and that changing the shareholder primacy norm would have an effect on the substance of those decisions. This Article challenges this view and argues that the shareholder primacy norm was never equipped to mediate conflicts between shareholders and nonshareholder constituencies of a corporation. The origins ...


Impact Of Sales And Use Taxes On Corporate Transactions, Peter L. Faber Dec 1998

Impact Of Sales And Use Taxes On Corporate Transactions, Peter L. Faber

William & Mary Annual Tax Conference

No abstract provided.


S Corporations, Bryan P. Collins Dec 1998

S Corporations, Bryan P. Collins

William & Mary Annual Tax Conference

No abstract provided.


Pass-Through Entity Update, Richard B. Robinson Dec 1998

Pass-Through Entity Update, Richard B. Robinson

William & Mary Annual Tax Conference

No abstract provided.


From Hoops To Hard Drives: An Accession Law Approach To The Inevitable Misappropriation Of Trade Secrets , Jay L. Koh Dec 1998

From Hoops To Hard Drives: An Accession Law Approach To The Inevitable Misappropriation Of Trade Secrets , Jay L. Koh

American University Law Review

No abstract provided.


The Role Of Appraisal In Corporate Law, Peter V. Letsou Sep 1998

The Role Of Appraisal In Corporate Law, Peter V. Letsou

Boston College Law Review

No abstract provided.


The Faces Of Loyalty: A Comment On Hillman, Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Deborah A. Demott Sep 1998

The Faces Of Loyalty: A Comment On Hillman, Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Deborah A. Demott

Washington and Lee Law Review

No abstract provided.


The Underlying Causes Of Withdrawal And Expulsion Of Partners From Law Firms, Geoffrey C. Hazard, Jr. Sep 1998

The Underlying Causes Of Withdrawal And Expulsion Of Partners From Law Firms, Geoffrey C. Hazard, Jr.

Washington and Lee Law Review

No abstract provided.


Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Robert W. Hillman Sep 1998

Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Robert W. Hillman

Washington and Lee Law Review

No abstract provided.


Response To Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Leslie D. Corwin Sep 1998

Response To Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Leslie D. Corwin

Washington and Lee Law Review

No abstract provided.


Law Partner Expulsions, Allan W. Vestal Sep 1998

Law Partner Expulsions, Allan W. Vestal

Washington and Lee Law Review

No abstract provided.


Venture Capital Contracting In The Information Age, D. Gordon Smith Jul 1998

Venture Capital Contracting In The Information Age, D. Gordon Smith

Faculty Scholarship

Most venture capitalists provide services to their portfolio companies beyond capital investment. Although these services form an important part of the bargain between the venture capitalists and the entrepreneur, they are rarely specified or even capable of specification in venture capital contracts. This article examines the moral hazard and adverse selection problems facing entrepreneurs who hire venture capitalists to provide value-added services and describes the role of the market for venture capitalist reputation in addressing those problems. Further, the Article speculates about whether advances in information technology - specifically, the World Wide Web - are likely to improve the efficiency of the ...


The Search For Global Standards, Jayne W. Barnard Jul 1998

The Search For Global Standards, Jayne W. Barnard

Popular Media

No abstract provided.


Marriage As Partnership, Sanford N. Katz Jul 1998

Marriage As Partnership, Sanford N. Katz

Boston College Law School Faculty Papers

In this essay honoring Professor Mary Ann Glendon, the author discusses the contract of partnerships concept of marriage as it applies to antenuptial agreements, cohabitation contracts, and property settlement agreements, the three contexts about which Professor Glendon has written in her books The New Family and the New Property (1981) and The Transformation of Family Law (1996).


Corporate Law, Robin Jean Davis, Louis J. Palmer Jr. Jun 1998

Corporate Law, Robin Jean Davis, Louis J. Palmer Jr.

West Virginia Law Review

No abstract provided.


Truth Or Consequences: If A Company Lies, Employees Should Be Able To Sue, Kent Greenfield Jun 1998

Truth Or Consequences: If A Company Lies, Employees Should Be Able To Sue, Kent Greenfield

Kent Greenfield

Reprinted as "Workers Should Be Able to Sue Over Lies," Salt Lake City Tribune, July 5, 1998;

"It's Illegal to Lie to Stockholders, But Not to Employees," Sacramento Bee, July 6, 1998 ;

"If Company Lies, Allow Workers to Sue," Des Moines Register, July 7, 1998.


Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter Jun 1998

Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter

Washington and Lee Law Review

No abstract provided.


The Three Economies: An Essay In Honor Of Joseph Sax, Zygmunt J.B. Plater Jun 1998

The Three Economies: An Essay In Honor Of Joseph Sax, Zygmunt J.B. Plater

Boston College Law School Faculty Papers

How does one evaluate the important public values and impacts of things that do not have a market price and then integrate them into the fabric of our system of social governance? That question lies within most or all of Joseph Sax's work over the years. The first part of this article represents an attempt to distill some of Joseph Sax's intellectual dimensions, beyond those already chronicled in the comments of other contributors to this symposium, with some linked themes and observations drawn from Sax beyond his writings. The second part, instigated by several of Sax's articles ...


The Future Of Enterprise Organizations, Eric W. Orts May 1998

The Future Of Enterprise Organizations, Eric W. Orts

Michigan Law Review

Both the law and business schools at the University of Michigan offer a basic course in Enterprise Organization. This tradition owes to the influence of Professor Alfred Conard, one of the leading scholars of his generation, who taught during most of his career at the University of Michigan Law School. The tradition persists in part because Enterprise Organization suggests an appropriately broad view of its topic, unlike more common course titles such as Corporations or Business Associations. We live in a world populated not only by people but also the organized legal entities we create. Business firms and nonprofit organizations ...


The Future Of Federal Disadvantaged Business Enterprise Programs:Did The Supreme Court's Decision Iin Adarand Constructors V. Pena Really Make A Difference?, Jennifer L. Haynes Apr 1998

The Future Of Federal Disadvantaged Business Enterprise Programs:Did The Supreme Court's Decision Iin Adarand Constructors V. Pena Really Make A Difference?, Jennifer L. Haynes

Washington and Lee Journal of Civil Rights and Social Justice

No abstract provided.


Capitalizing The Target's Transaction Costs In Hostile Takeovers, David J. Roberts Apr 1998

Capitalizing The Target's Transaction Costs In Hostile Takeovers, David J. Roberts

Washington Law Review

In A.E. Staley Manufacturing Co. v. Commissioner, the Court of Appeals for the Seventh Circuit held that costs a corporation incurred to resist a hostile takeover were analogous to costs incurred to defend a business against attack and thus qualified as ordinary and necessary business expenses deductible under Internal Revenue Code section 162. Alternatively, the court held that those costs associated with abandoned capital transactions qualified for loss deductions under section 165. This Note argues that although the court reached approximately the right result in this case, its primary reliance on a defense of business rationale for deductibility under ...


The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard Apr 1998

The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard

Popular Media

To an American observer, the activities of the Cadbury, Greenbury and Hampel Committees are impressive, if only because so few lawyers seem to be involved. Unlike the US, where improvements in corporate governance can usually be traced to legislation or litigation, British efforts at self-governance offer an attractive, alternative model. The Hampel Report is disappointing, however, in three respects: the report lacks concrete models; its reliance on the AGM as a mechanism of reform is misplaced; and its failure to recognize internal monitoring programs as an essential element of good corporate governance is shortsighted.


Larger Board Size And Decreasing Firm Value In Small Firms, Theodore Eisenberg, Stefan Sundgren, Martin T. Wells Apr 1998

Larger Board Size And Decreasing Firm Value In Small Firms, Theodore Eisenberg, Stefan Sundgren, Martin T. Wells

Cornell Law Faculty Publications

Several studies hypothesize a relation between board size and financial performance. Empirical tests of the relation exist in only a few studies of large U.S. firms. We find a significant negative correlation between board size and profitability in a sample of small and midsize Finnish firms. Finding a board-size effect for a new and different class of firms affects the range of explanations for the board-size effect.


Asset Purchases, Successor Liability, And Insurance Coverage: Does The Tail Always Follow The Dog, Albert Bates Jr. Iv, D. Matthew Jameson Iii, Bren J. Pomponio Apr 1998

Asset Purchases, Successor Liability, And Insurance Coverage: Does The Tail Always Follow The Dog, Albert Bates Jr. Iv, D. Matthew Jameson Iii, Bren J. Pomponio

West Virginia Law Review

No abstract provided.


Eulogy For Jerome W. Van Gorkom, James J. O'Connor Mar 1998

Eulogy For Jerome W. Van Gorkom, James J. O'Connor

Speeches

The eulogy for Jerome Van Gorkom given by his friend James O'Connor, former CEO of Exelon and a lawyer.

Jerome W. Van Gorkom was, among other things, the U.S. Under Secretary of State for Management from 1982-1983 and the Chief Executive Officer of TransUnion from 1962-1980. He also was a defendant in one of the best known cases on the fiduciary duty of care in the corporate context; the case cite is Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).


The Place Of Workers In Corporate Law, Kent Greenfield Mar 1998

The Place Of Workers In Corporate Law, Kent Greenfield

Boston College Law Review

No abstract provided.


Inherent Powers In The Crucible Of Lawyer Self-Protection: Reflections On The Llp Campaign, Charles W. Wolfram Mar 1998

Inherent Powers In The Crucible Of Lawyer Self-Protection: Reflections On The Llp Campaign, Charles W. Wolfram

Cornell Law Faculty Publications



The European Commission's Decision On The Boeing-Mcdonnell Douglas Merger And The Need For Greater U.S.-Eu Cooperation In The Merger Field , Amy Ann Karpel Feb 1998

The European Commission's Decision On The Boeing-Mcdonnell Douglas Merger And The Need For Greater U.S.-Eu Cooperation In The Merger Field , Amy Ann Karpel

American University Law Review

No abstract provided.


The Impact Of Nsmia On Small Issuers, Rutheford B. Campbell Jr. Feb 1998

The Impact Of Nsmia On Small Issuers, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Small businesses may account for 40% of the business activities in this country, but capital formation rules always have discriminated against small businesses and imposed rules that make it unreasonably difficult for small companies to exploit external sources of capital. NSMIA, through its broad statutory delegation to the SEC of the right to expand the preemption of state blue sky laws, provides a unique opportunity for the Commission to deliver much-needed and much-deserved help to small issuers engaged in capital formation and to finally break the hegemonic hold states have over the rules governing capital formation by small businesses. Society ...


Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas Feb 1998

Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas

Cornell Law Faculty Publications

No abstract provided.