Law Commons^™

The Fading Bright Line Of Physical Presence: Did Kfc Corporation V. Iowa Department Of Revenue Give States The Secret Recipe For Repudiating Quill?, Adam B. Thimmesch

Kentucky Law Journal

No abstract provided.

Beyond Public/Private: Understanding Excessive Corporate Prerogative, John A. Powell, Stephen Menendian

Kentucky Law Journal

This article makes the case against excessive corporate prerogative by revealing ways in which the exercise of corporate power to protect and relentlessly pursue corporate interests subverts our democracy with harmful consequences for democratic accountability, civil rights, human rights, the economy, the environment, privacy, individual freedom and the nation's welfare.

Disloyalty Without Limits: "Independent" Directors And The Elimination Of The Duty Of Loyalty, J. Robert Brown Jr.

Kentucky Law Journal

No abstract provided.

Kentucky Corporate Fiduciary Duties, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In this article I offer an interpretation of Kentucky's corporate fiduciary law. The article is positive, in that it attempts to explain our law by reference to certain principles. The article is also normative, however, in that it offers constructive criticism regarding parts of Kentucky fiduciary law and suggests changes, refinements, and clarifications intended to promote fairness and economic efficiency in Kentucky corporations.

Both the positive and the normative aspects of this piece recognize the importance of the common law developments in Delaware (and other states) and the importance of the law and economics movement. I suggest, however, that Kentucky …

Fair Value And Fair Price In Corporate Acquisitions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In statutory corporate acquisitions, dissenters' rights entitle shareholders of acquired corporations to obtain a "fair value" for their consideration, while common-law fiduciary duties ensure that such shareholders receive a "fair price" in the transaction. Courts, however, have had difficulty defining and measuring fair value and fair price, leaving this area of the law in disarray. This Article reviews the current framework of appraisal rights and fiduciary duties and proposes refined definitions of fair value and fair price that are based on attractive moral and economic values widely shared by society. The proposal respects the expectations of shareholders and provides guidance …

Asset Securitization And Corporate Risk Allocation, Christopher W. Frost

Law Faculty Scholarly Articles

Asset securitization is a financial innovation in which corporations sell financial assets to a specially formed entity that in turn taps financial markets for the purchase price. The device provides firms an alternative to raising capital through traditional debt and equity markets. Practitioners of the approach tout securitization as a means through which a firm can lower its overall cost of capital by limiting the risk facing investors in the securitized assets. Commentators have described asset securitization as "one of the most important financing vehicles in the United States." Interest in the device is increasing dramatically as more companies see …

Running The Asylum: Governance Problems In Bankruptcy Reorganizations, Christopher W. Frost

Law Faculty Scholarly Articles

Like much of life, the study of bankruptcy is the study of leverage. Chapter 11 of the United States Bankruptcy Code may be appropriately described as providing a framework within which interested parties may negotiate solutions to the problems facing a troubled company. The allocation of leverage to the negotiating parties is critical to the ultimate outcome of the process. In any negotiation setting control over the bargaining process is a key item of leverage. This Article proposes a framework for analysis and suggests solutions to the problem of control over corporations during the pendency of a Chapter 11 reorganization …

The New Business Corporation Act: The Basics, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, Rutheford B. Campbell Jr., David W. Harper, Stephen B. Catron, Keith G. Hanley

Continuing Legal Education Materials

Handouts provided at the UK/CLE seminar on the New Business Corporation Act on October 1, 1988.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Corporations And Corporate Agents: Liability On Commercial Paper Contracts And Attainment Of Holder Status, Harold R. Weinberg

Law Faculty Scholarly Articles

This article focuses on two classes of commercial paper issues. Section I considers the Uniform Commercial Code rules relevant to determining whether a corporation or its agents are bound by contracts made upon a negotiable instrument. Application of these rules continues to be an important and recurrent source of legal disputes. Section II considers the rights of corporations or their agents to obtain holder status prerequisite to enforcing commercial paper contracts. Problems relating to the attainment of this status can result from corporate engagement in joint-enterprise with artificial or natural persons and from the linkage of corporations through common ownership …

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Dartmouth College As A Civil Liberties Case: The Formation Of Constitutional Policy, Bruce A. Campbell

Kentucky Law Journal

No abstract provided.

Voluntary Recapitalizations, Fairness, And Rule 10b-5: Life Along The Trail Of Santa Fe, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

Corporations And The Criminal Law: An Uneasy Alliance, James R. Elkins

Kentucky Law Journal

No abstract provided.

Reform Of The Structure Of The American Corporation: The "Two-Tier" Board Model, Thomas J. Schoenbaum, Joachim Lieser

Kentucky Law Journal

No abstract provided.

Organizing The Corporation Under The New Kentucky Business Corporation Act--A Comparison With Prior Law, Charles E. Shivel Jr.

Kentucky Law Journal

No abstract provided.

Kentucky Adopts A New Business Corporation Act, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Statutory Treatment Of Directors And Officers Under The Kentucky Business Corporation Act, C. Kent Hatfield

Kentucky Law Journal

No abstract provided.

Shareholders, Clyde Kuehn

Kentucky Law Journal

No abstract provided.

Corporate Finance And Kentucky's New Business Corporation Act, William H. Jackson

Kentucky Law Journal

No abstract provided.

Fundamental Corporate Changes: Amendments To Articles, Merger And Consolidation, Asset Sales And Dissolution, Michael V. Withrow

Kentucky Law Journal

No abstract provided.

Changes In The Treatment Of The Close Corporation Under The New Kentucky Business Corporation Act, Patrick A. Thompson

Kentucky Law Journal

No abstract provided.

Foreign Corporations Under The New Kentucky Corporation Act, William D. Lambert, Kenneth E. Dillingham

Kentucky Law Journal

No abstract provided.

Fractional Corporate Shares, W. Lewis Roberts

Kentucky Law Journal

No abstract provided.

The Constructive Receipt Of Dividends By Stockholders Of A Closely Held Corporation, William Charles Brafford

Kentucky Law Journal

No abstract provided.

A Survey Of Kentucky Corporation Cases Since 1946, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Implied Powers Of The Corporate President, Charles Gromley

Kentucky Law Journal

No abstract provided.

Attempts To Avoid Taxes On Corporate Distributions, W. Lewis Roberts

Kentucky Law Journal

No abstract provided.

Conflict Of Laws--Securing Service On Corporations, Rosanna A. Blake

Kentucky Law Journal

No abstract provided.

Corporations: Ultra Vires As A Corporate Defense, Howard E. Trent Jr.

Kentucky Law Journal

No abstract provided.