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Articles 1 - 30 of 356
Full-Text Articles in Law
Competition Merger Review For Cross-Border Mergers And Acquisitions In Indonesia, Zulheri Zulheri
Competition Merger Review For Cross-Border Mergers And Acquisitions In Indonesia, Zulheri Zulheri
Indonesia Law Review
This article aimed at expressing ideas on a legal construction of competition merger review (CMR) on Crossborder Mergers and Acquisitions (CBM&A) that have Indonesian legal dimension. The problem has been triggered by the lack of CMR guidelines for CBM&A to nurture a fair and sustainable business competition (FSBC). Consequently, the existing guideline is inadequate for reviewing CBM&A proposals which have a multi-jurisdiction dimension character. As a result, merging (gigantic) companies doing business in Indonesia have enormous opportunities to engage in anti-competitive behavior in the domestic market. In its turn, it brings the impact of reducing competition itself whereby national companies …
Definition And Importance Of Public-Private Partnership, J. Askarov
Definition And Importance Of Public-Private Partnership, J. Askarov
Review of law sciences
this article studies the concept of public-private partnership, its current appearance and importance as well as regulatory features in the form normative-legal act in foreign experience.
Social Control-Effective Means Of Fighting Against Corruption, S. Saidova
Social Control-Effective Means Of Fighting Against Corruption, S. Saidova
Review of law sciences
this article enlightens the issues of further strengthening cooperation between state bodies and public associations in the struggle against corruption and improving its legal mechanisms.
To Be Creditor Or To Be Shareholder, That Is The Question: Is The Debt-For-Equity Swap Creditors’ Financial Suicide?, Jongho Kim
The Journal of Business, Entrepreneurship & the Law
This Article deals with debt-for-equity swap-related issues in Korean corporate restructuring procedures. Debt-for-equity swaps were widely employed during the Latin American foreign debt restructuring process, but the Korean case is slightly different. Because the creditors of reorganizing corporations are mainly Korean domestic financial institutions rather than foreign creditors, this type of financial scheme is applied under local law. The following examines the legal aspects of debt-for-equity swaps, which have been promoted as a way to eliminate excessive insolvent loans and financial debts (and stood in the way of restructuring, via IMF bail-out funds). It also discusses how a debt-for-equity swap …
Southern States Chemical Inc., Final Order Granting Defendants' Summary Judgment, Alice D. Bonner
Southern States Chemical Inc., Final Order Granting Defendants' Summary Judgment, Alice D. Bonner
Georgia Business Court Opinions
No abstract provided.
Palm Papers, Nicole Rothwell
Palm Papers, Nicole Rothwell
Capstones
The Organized Crime and Corruption Reporting Project (OCCRP) came into possession of a secret dataset of property owners of the Palm Islands, the elite high-end artificial islands on the coast of Dubai.
With over 250 neighborhoods on Dubai’s waterfront, a group of journalists around the world has been investigating who these individuals are that can afford the posh and pricey real estate. While most fall into the uber-rich category, some also have corrupt to criminal backgrounds leading to questions such as if the Palm Islands are truly a real-estate paradise, or instead a refuge for the corrupt.
The task for …
Tax In The World Of Antitrust Enforcement: European Commission’S State Aid Investigations Into Eu Member States’ Tax Rulings, Nina Hrushko
Tax In The World Of Antitrust Enforcement: European Commission’S State Aid Investigations Into Eu Member States’ Tax Rulings, Nina Hrushko
Brooklyn Journal of International Law
In August 2016, after a two-year investigation, the European Commission issued a negative State aid ruling against Ireland, finding that the country had provided illegal tax benefits to Apple Inc. and requesting the government to collect €13 billion in retroactive taxes from the company. This decision sparked a heated debate around the globe about the European Commission’s authority to interfere into the individual EU Member States’ fiscal policies and order retroactive tax recoveries. This Note explores the application of EU State aid rules to tax laws and, in particular, EU Member States’ tax rulings, and discusses the European Commission’s investigations …
Budzko V. One City Center Associates Limited Partnership: Maine's Unique Approach To Business Owners' Duty To Remove Ice And Snow, Jennifer A.W. Williams
Budzko V. One City Center Associates Limited Partnership: Maine's Unique Approach To Business Owners' Duty To Remove Ice And Snow, Jennifer A.W. Williams
Maine Law Review
In February 2001, the Maine Supreme Judicial Court, sitting as the Law Court, decided for the first time in Budzko v. One City Center Associates Limited Partnership, what duty of care a business landowner owes to business invitees regarding the accumulation of ice and snow during a storm. Terry Budzko slipped and fell as she was exiting One City Center, the building in which her employer leased office space. The steps had not been shoveled or sanded and a snowstorm had been progressing throughout the day. The Law Court, placing heavy reliance on the factor of foreseeability, held that “[b]usiness …
The Crisis In Corporate Governance: 2002 Style, Robert W. Hamilton
The Crisis In Corporate Governance: 2002 Style, Robert W. Hamilton
Maine Law Review
The period from November 1, 2001 to October 1, 2002 has been an astonishing period for corporate governance in many respects. It began with the completely unexpected collapse of Enron Corporation on November 1, 2001, followed almost immediately thereafter by widely publicized downward profit restatements and bankruptcy filings by a significant number of telecommunication companies. Since November 1, 2001, there have been numerous public reports of fraud, misconduct, and scandals by directors of other well-known corporations such as Lucent Technologies, Kmart, Merck & Co., and Rite Aid Corporation. There also have been disclosures of many instances in which corporate officers …
The Seventeenth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center, Caroline M. Gentile, The Honorable Karen L. Valihura
The Seventeenth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center, Caroline M. Gentile, The Honorable Karen L. Valihura
Fordham Journal of Corporate & Financial Law
No abstract provided.
Were The 1982 Merger Guidelines Old News?, Alan J. Meese, Sarah L. Stafford
Were The 1982 Merger Guidelines Old News?, Alan J. Meese, Sarah L. Stafford
Faculty Publications
This paper examines the impact of the 1982 Department of Justice Merger Guidelines on the stock market prices of publicly traded firms in the United States. We argue that those Guidelines were perceived by the market as a real change in enforcement policy that would result in substantial deregulation of mergers throughout the economy. We conduct an event study of S&P 500 firms to test this hypothesis and find evidence of a significant positive effect on the stock prices of firms in moderately concentrated industries subject to antitrust regulation, the firms for which the 1982 Guidelines articulate a substantially less …
Leaving Law Firms With Client Fees: Florida's Path, Donald J. Weidner
Leaving Law Firms With Client Fees: Florida's Path, Donald J. Weidner
Scholarly Publications
No abstract provided.
Business Associations, Edward P. Bonapfel, E. Bowen Reichert Shoemaker
Business Associations, Edward P. Bonapfel, E. Bowen Reichert Shoemaker
Mercer Law Review
This Article surveys notable cases in the areas of corporate, limited-liability company (LLC), partnership, agency, and joint-venture law decided between June 1, 2016 and May 31, 2017 by the Georgia Supreme Court, the Georgia Court of Appeals, and the United States district courts in Georgia.
Making The Case For The Uniform Limited Liability Company Act (2013) In Arkansas, Carol Goforth
Making The Case For The Uniform Limited Liability Company Act (2013) In Arkansas, Carol Goforth
University of Arkansas at Little Rock Law Review
No abstract provided.
A Vatcoin Proposal Following On The 2017 Eu Vat Proposals - Mtic, Vatcoin, And Blockchain, Richard Thompson Ainsworth, Musaad Alwohaibi, Michael Cheetham, Camille Tirand
A Vatcoin Proposal Following On The 2017 Eu Vat Proposals - Mtic, Vatcoin, And Blockchain, Richard Thompson Ainsworth, Musaad Alwohaibi, Michael Cheetham, Camille Tirand
Faculty Scholarship
The following proposal for an EU VATCoin was presented at the Digital Tax Transformations Conference, December 18 & 19, 2017 in Vienna, Austria at WU Global Tax Policy Center (WU GTPC) at the Institute for Austrian and International Tax Law of Vienna University of Business and Economics.
The EU Commission has proposed “far-reaching reforms” to solve some of the fraud in the EU VAT. It hopes to capture €50 billion lost annually to MTIC fraud in goods. It hopes to do this without addressing tradable services, a MTIC mutation which by all accounts is running strong.
Fortunately, the Commission is …
Holding Investment Bankers Liable For Aiding And Abetting Corporate Directors: The Under-Deterrent, Maren Worley
Holding Investment Bankers Liable For Aiding And Abetting Corporate Directors: The Under-Deterrent, Maren Worley
Brigham Young University Journal of Public Law
No abstract provided.
Gardner Ex Rel. V. Eighth Judicial Dist. Court, 133 Nev. Adv. Op. 89 (Nov. 22, 2017), Will Carter
Gardner Ex Rel. V. Eighth Judicial Dist. Court, 133 Nev. Adv. Op. 89 (Nov. 22, 2017), Will Carter
Nevada Supreme Court Summaries
The alter ego doctrine applies to LLCs and corporations, such that creditors may reach manager’s assets. The Court held that an LLC does not protect a manager or member from their own individual acts of negligence. Therefore, the Court directed the district court to vacate because, “the varieties of fraud and injustice that the alter ego doctrine was designed to redress can be equally exploited through limited liability companies.”
Poke Your Nose Into Your Clients' Businesses (If You Want To Understand Their Contracts), James W. Bowers
Poke Your Nose Into Your Clients' Businesses (If You Want To Understand Their Contracts), James W. Bowers
Maine Law Review
Thirty years ago Grant Gilmore argued that “Contract” was dead. This lecture, delivered as 2004 Godfrey Scholar-in-Residence at the University of Maine School of Law, considers the cause of death. Since the expired doctrines arose in a common law process, the lecture argues their demise resulted from the failings of lawyers, especially lawyers' commitment to wooden, formalist legal methods. I explore some of the reasons why lawyers became committed to these methods, and argue that even were nineteenth-century formalistic practices resurrected, modern lawyers must still be prepared to understand the potential effects business contexts might have in contract disputes and …
Maine Corporation Law & Practice, 2nd Edition, George F. Eaton Ii, Kristy M. Smith
Maine Corporation Law & Practice, 2nd Edition, George F. Eaton Ii, Kristy M. Smith
Maine Law Review
In 2001, several members of the Business Law Section of the Maine Bar Association convened the Corporate Law Revision Committee (the Committee), which set out to adapt the Model Business Corporation Act (the Model Act) for use in Maine. Maine's corporation law had not benefited from a comprehensive over-haul since 1971, and notwithstanding periodic updates of specific components of the statutory regime over the years, a thorough and comprehensive revision was needed to keep pace with modern corporate law and practice in the twenty-first century. The Committee's efforts, under the leadership of James B. Zimpritch, Esq., widely acknowledged as the …
Smith V. Van Gorkom And The Kobayashi Maru: The Place Of The Trans Union Case In The Development Of Delaware Corporate Law, Robert T. Miller
Smith V. Van Gorkom And The Kobayashi Maru: The Place Of The Trans Union Case In The Development Of Delaware Corporate Law, Robert T. Miller
William & Mary Business Law Review
Although it is dangerous to attempt to say anything new about Smith v. Van Gorkom, the most controversial decision in the history of Delaware corporate law, this Article tries to do so by arguing that the extensive development of Delaware law since the time of the case allows us a perspective on Van Gorkom not available when the case was decided in 1985 or, indeed, for a long time thereafter. In particular, Van Gorkom had as important a role in the evolution of Delaware law as the three other outstanding cases decided by the Delaware Supreme Court in the …
Can Taxes Mitigate Corporate Governance Inefficiencies?, Noam Noked
Can Taxes Mitigate Corporate Governance Inefficiencies?, Noam Noked
William & Mary Business Law Review
Policymakers have long viewed tax policy as an instrument to influence and change corporate governance practices. Certain tax rules were enacted to discourage pyramidal business structures and large golden parachutes, and to encourage performance-based compensation. Other proposals, such as imposing higher taxes on excessive executive compensation, have also attracted increasing attention.
Contrary to this view, this Article contends that the ability to effectively mitigate corporate governance inefficiencies through the use of corrective taxes is very limited, and that these taxes may cause more harm than benefit. There are a few reasons for the limited effectiveness of corrective taxes. Importantly, the …
A Progressive Case For A Universal Transaction Tax, Gary Chartier
A Progressive Case For A Universal Transaction Tax, Gary Chartier
Maine Law Review
Federal Reserve Board chair Alan Greenspan’s recent call for tax simplification and his acknowledgement of arguments for a consumption tax may help to place the question of such taxes, including a value-added tax (VAT), on the national political agenda. If the possibility of imposing a VAT does receive significant national attention, the debate it occasions will obviously, and appropriately, focus in part on a variety of technical questions. But normative questions will likely be at issue as well. A VAT is like a sales tax, but is applied at each stage in a product’s development and not merely when it …
Embezzlement - The Next Generation, Joseph A. Divito, Esq., Kevin M. Kearney, Esq.
Embezzlement - The Next Generation, Joseph A. Divito, Esq., Kevin M. Kearney, Esq.
The Catholic Lawyer
No abstract provided.
Evaluating Market Reactions To Non-Practicing Entity Litigation, Emiliano Giudici, Justin Blount
Evaluating Market Reactions To Non-Practicing Entity Litigation, Emiliano Giudici, Justin Blount
Faculty Publications
An ongoing debate in patent law involves the role “non-practicing entities,” sometimes called “patent trolls,” serve in the patent system. Some argue they serve as valuable market intermediaries, while others contend they are a drain on innovation and an impediment to a well-functioning patent system. This Article adds to the data available in this debate by conducting an event study that analyzes the market reaction to patent litigation filed by large “mass aggregator” non-practicing entities against large publicly traded companies. This study advances the literature by attempting to reproduce the results of previous event studies done in this area with …
Souza Et Al., Order On Plaintiffs' Motion To Compel, Elizabeth E. Long
Souza Et Al., Order On Plaintiffs' Motion To Compel, Elizabeth E. Long
Georgia Business Court Opinions
No abstract provided.
Piling On? An Empirical Study Of Parallel Derivative Suits, Stephen J. Choi, Jessica Erickson, Adam C. Pritchard
Piling On? An Empirical Study Of Parallel Derivative Suits, Stephen J. Choi, Jessica Erickson, Adam C. Pritchard
Articles
Using a sample of all companies named as defendants in securities class actions between July 1, 2005 and December 31, 2008, we study parallel suits relying on state corporate law arising out of the same allegations as the securities class actions. We test several ways that parallel suits may add value to a securities class action. Most parallel suits target cases involving obvious indicia of wrongdoing. Moreover, we find that although a modest percentage of parallel suits are filed first, over 80 percent are filed after a securities class action (termed “follow-on” parallel suits). We find that parallel suits and, …
Souza Et Al., Amended Order Granting Defendants' Motion To Dismiss, Elizabeth E. Long
Souza Et Al., Amended Order Granting Defendants' Motion To Dismiss, Elizabeth E. Long
Georgia Business Court Opinions
No abstract provided.
Corporate Directors In The United Kingdom, Stephen M. Bainbridge
Corporate Directors In The United Kingdom, Stephen M. Bainbridge
William & Mary Law Review Online
In the United States, state corporation law uniformly provides that only natural persons may serve as directors of corporations. Corporations, limited liability companies, and other entities otherwise recognized in the law as legal persons are prohibited from so serving. In contrast, the United Kingdom allowed legal entities to serve as directors of a company. In 2015, however, legislation came into force adopting a general prohibition of these so-called corporate directors, albeit while contemplating some exemptions. This Article argues that there are legitimate reasons companies may wish to appoint corporate directors. It also argues that the transparency and accountability concerns that …
Volkswagen's Bad Decisions & Harmful Emissions: How Poor Process Corrupted Codetermination In Germany's Dual Board Structure, Nicola Faith Sharpe
Volkswagen's Bad Decisions & Harmful Emissions: How Poor Process Corrupted Codetermination In Germany's Dual Board Structure, Nicola Faith Sharpe
Michigan Business & Entrepreneurial Law Review
This Article directly challenges the often argued proposition that Ger-many’s two-tier board of directors is superior to America’s single-tier board structure. It argues that regardless of structure, any decision-making body that lacks effective decision-making processes is at signifcant risk of failure, scandal, and ineffectiveness. Legal scholars and policymakers have largely ignored the connection between decision-making processes and the efficacy of corporate leadership. The Article is the first to examine this underexplored relationship in the context of the German dual-board.
Volkswagen’s 2015 emissions scandal provides a vehcicle to critcally assess the relationship between Germany’s two-tiered board and an effec-tive decision-making process. …
Trump's "Big-League" Tax Reform: Assessing The Impact Of Corporate Tax Changes, Ryan J. Clements
Trump's "Big-League" Tax Reform: Assessing The Impact Of Corporate Tax Changes, Ryan J. Clements
Michigan Business & Entrepreneurial Law Review
This Article reviews and assesses corporate tax reforms advocated by President Donald Trump during his presidential campaign and signed into law since taking office (the Tax Cuts and Jobs Act of 2017), in light of economic theory and the Modigliani-Miller Irrelevance Theorem. The Ar-ticle argues that companies will adapt polcies in light of new taxation mea-sures, thereby impacting the effectiveness of reform. In support of this conclusion, the Article surveys two empirical studies—one in relation to the repatriation efforts of President Bush’s Homeland Investment Act and an-other in relation to unexpected changes to the taxation of Canadian income trusts—to highlight …