Law Commons^™

Encumbered Shares, Shaun Martin, Frank Partnoy

University of San Diego Law and Economics Research Paper Series

The fundamental assumptions in the law and economics literature about shareholder voting and the one-share/one-vote rule are flawed. The classic view is that share ownership is necessary and sufficient to create voting rights and that such rights should be directly proportional to share ownership. We demonstrate that this assumption is unfounded, both for shares that are “economically encumbered” (held by shareholders who are not pure residual claimants; e.g., a shareholder who owns one share and is also short one or more shares) as well as shares that are “legally encumbered” (held or associated with more than one shareholder; e.g., shares …

Does The Tax Law Discriminate Against The Majority Of American Children: The Downside Of Our Progressive Rate Structure And Unbalanced Incentives For Higher Education?, Lester B. Snyder

University of San Diego Law and Economics Research Paper Series

Our graduate income tax structure provides an incentive to shift income to lower-bracket family members. However, some parents have much more latitude to shift income to their children than do others. Income derived from services and private business-by far the majority of American income-is less favored than income derived from publicly traded securities. The rationale given for this discrimination is that parents in services or private business, as opposed to those in securities, do not actually part with control of their property. This article explores these tax broader (yet subtle) tax benefits and their impact on the majority of children …

Expensing Isn't The Only Option: Alternatives To The Fasb's Stock Option Expensing Proposal, Benjamin A. Templin

ExpressO

This paper reviews the arguments for and against the Financial Accounting Standard Board's (FASB) proposal to require that corporations expense options. It identifies two major goals of the proposed rule -- 1) clarity in financial statements and 2) a reduction of corporate fraud by removing the incentive of options. To address these two goals, I adopt a framework of Information Reforms v. Rules of the Game Reforms. The article starts with a history of FASB Statement No. 123 Accounting for Stock-based Compensation and also analyzes the Congressional legislation that attempts to block the measure, the Stock Option Accounting Reform Act. …

Comparisons Among Firms: (When) Do They Justify Mandatory Disclosure?, Sharon Hannes

ExpressO

Comparisons among firms play a major role in securities analysis. This essay asks if this fact justifies the mandatory nature of securities regulation. Once a firm approaches the public securities markets, federal securities regulations compel it to disclose financial information to the public. A seminal theory argues that firms would not otherwise commit to maintain optimal disclosure levels, since a disclosing firm bears all disclosure costs but does not gain all disclosure benefits.

This paper examines the robustness of this argument in relation to disclosure benefits which arise from comparisons among firms. Financial data of peer firms allows shareholders to …

Rules, Principles, And The Accounting Crisis In The United States, William W. Bratton

All Faculty Scholarship

The Sarbanes-Oxley Act and the Securities Exchange Commission move too quickly ·when they prod the Financial Accounting Standards Board, the standard setter for US GAAP, to move immediately to a principles-based system. Priorities respecting reform of corporate reporting in the US need to be ordered more carefully. Incentive problems impairing audit performance should be solved first through institutional reform insulating the audit from the negative impact of rent-seeking and solving adverse selection problems otherwise affecting audit practice. So long as auditor independence and management incentives respecting accounting treatments remain suspect. the US reporting system holds out no actor plausibly positioned …

Rules, Principles, And The Accounting Crisis In The United States, William W. Bratton

Georgetown Law Faculty Publications and Other Works

The Sarbanes-Oxley Act and the Securities Exchange Commission move too quickly when they prod the Financial Accounting Standards Board, the standard setter for US GAAP, to move immediately to a principles-based system. Priorities respecting reform of corporate reporting in the US need to be ordered more carefully. Incentive problems impairing audit performance should be solved first through institutional reform insulating the audit from the negative impact of rent-seeking and solving adverse selection problems otherwise affecting audit practice. So long as auditor independence and management incentives respecting accounting treatments remain suspect, the US reporting system holds out no actor plausibly positioned …

Accounting, Steven Raymar, John Finnerty, Michael Zwecher

Fordham Journal of Corporate & Financial Law

No abstract provided.

Observations On The Role Of Commodification, Indpendence, And Governance In The Accounting Industry, Jonathan Macey, Hillary A. Sale

Villanova Law Review

No abstract provided.

The Case For Repealing The Corporate Alternative Minimum Tax, Terrence R. Chorvat, Michael S. Knoll

All Faculty Scholarship

No abstract provided.

Business Law Reform In The United States: Thinking Too Small?, Douglas C. Michael

Law Faculty Scholarly Articles

Dean Johan Henning presents the South African experience with business entity reform as one part of a coordinated whole. It included, for example, government funding for business, tax reforms, accounting and securities changes. Henning says that these reforms, though multi-faceted, had a uniform purpose: to use small business as an engine to improve the economy and to move “historically and socially disadvantaged groups” into the mainstream of the economy and the society.

These are noble goals and far reaching efforts, and a lot to ask of business entity reform. But because the South African experience was nonetheless successful by all …

Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll

All Faculty Scholarship

No abstract provided.

Selected Current Developments In Financial Accounting And Reporting, David W. Larue

William & Mary Annual Tax Conference

No abstract provided.

Allocation Of Nonrecourse Liabilities: Irs Takes Two Steps Forward, One Back, J. D. Dell, Michael G. Frankel, Leslie H. Loffman, Sanford C. Presant, Blake D. Rubin

William & Mary Annual Tax Conference

No abstract provided.

Planning Opportunities Remain Under The Final Partnership Allocation Rules For Contributed Property, Michael G. Frankel, Leslie H. Loffman, Sanford C. Presant

William & Mary Annual Tax Conference

No abstract provided.

Partnership Workouts: Problems And Solutions Under Final Section 704(B) And 752 Regulations, Michael G. Frankel, Charles H. Coffin

William & Mary Annual Tax Conference

No abstract provided.

Accounting And The New Corporate Law, Joel Seligman

Washington and Lee Law Review

No abstract provided.

Thoughts Evoked By "Accounting And The New Corporate Law", Ted J. Fiflis

Washington and Lee Law Review

No abstract provided.

Thoughts Evoked By "Accounting And The New Corporate Law", Ted J. Fiflis

Publications

No abstract provided.

Operating Under New Laws Pertaining To Mineral Development On Indian Lands, B. Reid Haltom

Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11)

89 pages.

Contains 8 attachments:

1) Indian Mineral Development Act of 1982, Public Law 97-382 - Dec. 22, 1982.

2) Proposed BIA Regulations, 25 C.F.R. 225 and 211, Federal Register, Vol. 48, No. 134, Tuesday, July 12, 1983.

3) Billings Area Office Procedures.

4) Flow Chart.

5) Oil and Gas Exploration Joint Venture Agreement.

6) Federal Oil and Gas Royalty Management Act of 1982, Public Law 97-451 [H.R. 5121], January 12, 1983.

7) 30 C.F.R., Part 210, 212, 217, 218, 219, 228, 229, 241, 243, Federal Register, Vol. 49, No. 185, Friday, September 21, 1984.

8) 43 C.F.R., Part 3160, …

Agenda: Public Lands Mineral Leasing: Issues And Directions, University Of Colorado Boulder. Natural Resources Law Center

Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11)

University of Colorado School of Law professor Lawrence J. MacDonnell served as the conference organizer and as a member of the faculty.

Federal leasing programs, especially for oil and gas and coal, have been undergoing important changes in recent years. This conference will provide an overview and an update for those involved in public lands mineral development. Significant new issues also will be addressed.

Accounting For Mergers, Acquisitions And Investments, In A Nutshell: The Interrelationships Of, And Criteria For, Purchase Or Pooling, The Equity Method, And Parent-Company-Only And Consolidated Statements, Ted J. Fiflis

Publications

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.

Section 341(D) And (E)- A Journey Into Never-Never Land, William M. Goldstein

Villanova Law Review

No abstract provided.

Federal Tax Aspects Of Non-Profit Organizations, Marcus Schoenfeld

Villanova Law Review

No abstract provided.

The Canadian And British Death Tax Conventions, Alan L. Gornick

West Virginia Law Review

No abstract provided.