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Full-Text Articles in Law

Anticompetitive Corporate Spin-Offs, Alexa Rosen Grealis Jan 2023

Anticompetitive Corporate Spin-Offs, Alexa Rosen Grealis

University of Miami Business Law Review

Section 355 of the Internal Revenue Code allows corporations to “spin-off” parent-controlled businesses tax-free. Traditionally an important tool for divestitures and restructurings with U.S. tax consequences, recent trends suggest section 355 is also of interest to firms facing US antitrust consequences. Statements and maneuvering by some such companies indicate firms are considering spinning-off businesses to avert liability and ‘break up’ on their own terms. Despite widespread renewed interest in using antitrust laws to break up large corporations, the antitrust implications of corporate spin-offs have thus far escaped scholarly notice and scrutiny.

This Note posits that it is a mistake to …


Beyond The Corporate Responsibility To Respect Human Rights In The Dawn Of A Metaverse, Kuzi Charamba Dec 2022

Beyond The Corporate Responsibility To Respect Human Rights In The Dawn Of A Metaverse, Kuzi Charamba

University of Miami International and Comparative Law Review

Technological advances in the 21st century pose new threats to human rights from business activities. In this new technological age, individuals and communities engage through an increasing myriad of digital means and platforms, all facilitated by a smaller, more powerful set of global BigTech companies, such as Microsoft, Apple, Google, and Meta (formerly known as Facebook). In so doing, however, our lives as workers, consumers, and citizens become subject to increasing corporate control through surveillance capitalism and algorithmic governance. With the dawn of metaverses—3D immersive digital environments in which you can interact with others via avatars and through virtual and …


Corporate Governance, Compliance, Social Responsibility, And Enterprise Risk Management In The Trump/Pence Era, Marcia Narine Weldon Jan 2017

Corporate Governance, Compliance, Social Responsibility, And Enterprise Risk Management In The Trump/Pence Era, Marcia Narine Weldon

Articles

No abstract provided.


Corporate Intent And Corporate Crime: A Matter Of Inference, Caroline Bradley Jan 2016

Corporate Intent And Corporate Crime: A Matter Of Inference, Caroline Bradley

Articles

No abstract provided.


The Corporation As Victim Of White Collar Crime: Results From A Study Of German Public And Private Companies, Dr. Hendrik Schneider May 2015

The Corporation As Victim Of White Collar Crime: Results From A Study Of German Public And Private Companies, Dr. Hendrik Schneider

University of Miami International and Comparative Law Review

No abstract provided.


Compliance And Claim Funding: Testing The Borders Of Lawyers' Monopoly And The Unauthorized Practice Of Law, Michele M. Destefano Jan 2014

Compliance And Claim Funding: Testing The Borders Of Lawyers' Monopoly And The Unauthorized Practice Of Law, Michele M. Destefano

Articles

No abstract provided.


Creating A Culture Of Compliance: Why Departmentalization May Not Be The Answer, Michele M. Destefano Jan 2014

Creating A Culture Of Compliance: Why Departmentalization May Not Be The Answer, Michele M. Destefano

Articles

Over the past few decades, as corporate criminal liability rules, sentencing guidelines, and settlement incentives have changed, therehas been increased emphasis on and resources devoted to thecompliance function at large publicly held companies. In this article, Professor DeStefano traces the development of the compliance function at large corporations and questions the recent mandate by certain governmental entities that malfeasant corporations designate a chief compliance officer and separate the compliance gatekeeping function from the legal department so that this chief compliance officer does not report to the general counsel. She categorizes the types of arguments made for and against departmentalization and …


Whistleblowers And Rogues: An Urgent Call For An Affirmative Defense To Corporate Criminal Liability, Marcia Narine Jan 2012

Whistleblowers And Rogues: An Urgent Call For An Affirmative Defense To Corporate Criminal Liability, Marcia Narine

Articles

No abstract provided.


The Second Circuit Correctly Interprets The Alien Tort Statute: Kiobel V. Royal Dutch, Frank Cruz-Alvarez, Laura E. Wade Jul 2011

The Second Circuit Correctly Interprets The Alien Tort Statute: Kiobel V. Royal Dutch, Frank Cruz-Alvarez, Laura E. Wade

University of Miami Law Review

No abstract provided.


Consultation And Legitimacy In Transnational Standard-Setting, Caroline Bradley Jan 2011

Consultation And Legitimacy In Transnational Standard-Setting, Caroline Bradley

Articles

No abstract provided.


The Two Faces Of Lawyers: Professional Ethics And Business Compliance With Regulation, Christine E. Parker, Robert E. Rosen, Vibeke Lehmann Nielsen Jan 2009

The Two Faces Of Lawyers: Professional Ethics And Business Compliance With Regulation, Christine E. Parker, Robert E. Rosen, Vibeke Lehmann Nielsen

Articles

No abstract provided.


Scrooge-The Reluctant Stakeholder: Theoretical Problems In The Shareholder-Stakeholder Debate, Benedict Sheehy Jan 2005

Scrooge-The Reluctant Stakeholder: Theoretical Problems In The Shareholder-Stakeholder Debate, Benedict Sheehy

University of Miami Business Law Review

No abstract provided.


Recent Developments In Delaware Corporate Law, R. Franklin Balotti, Catherine G. Dearlove, J. Travis Laster Jan 2002

Recent Developments In Delaware Corporate Law, R. Franklin Balotti, Catherine G. Dearlove, J. Travis Laster

University of Miami Business Law Review

No abstract provided.


Problem-Setting And Serving The Organizational Client: Legal Diagnosis And Professional Independence, Robert Eli Rosen Oct 2001

Problem-Setting And Serving The Organizational Client: Legal Diagnosis And Professional Independence, Robert Eli Rosen

University of Miami Law Review

No abstract provided.


Poison Pills And The European Case, Jeffrey N. Gordon Jul 2000

Poison Pills And The European Case, Jeffrey N. Gordon

University of Miami Law Review

No abstract provided.


Transatlantic Misunderstandings: Corporate Law And Societies, Caroline Bradley Jan 1999

Transatlantic Misunderstandings: Corporate Law And Societies, Caroline Bradley

University of Miami Law Review

No abstract provided.


Prosecution Of Corporations For Manslaughter: Towards A New Offense Of "Corporate Killing" In The United Kingdom, Mark Franklin Jan 1999

Prosecution Of Corporations For Manslaughter: Towards A New Offense Of "Corporate Killing" In The United Kingdom, Mark Franklin

University of Miami International and Comparative Law Review

No abstract provided.


Toward A Cohesive International Approach To Cross-Border Takeover Regulation, Edward F. Greene, Andrew Curran, David A. Christman Apr 1997

Toward A Cohesive International Approach To Cross-Border Takeover Regulation, Edward F. Greene, Andrew Curran, David A. Christman

University of Miami Law Review

No abstract provided.


Private Codes Of Corporate Conduct: Should The Fox Guard The Henhouse?, Mark B. Baker Jul 1993

Private Codes Of Corporate Conduct: Should The Fox Guard The Henhouse?, Mark B. Baker

University of Miami Inter-American Law Review

No abstract provided.


The Basics Of Disclosure: The Market For Information In The Market For Corporate Control, James Harlan Koenig May 1989

The Basics Of Disclosure: The Market For Information In The Market For Corporate Control, James Harlan Koenig

University of Miami Law Review

No abstract provided.


The Inside Counsel Movement, Professional Judgment And Organizational Representation, Robert Eli Rosen Jan 1989

The Inside Counsel Movement, Professional Judgment And Organizational Representation, Robert Eli Rosen

Articles

No abstract provided.


Depositions Of Corporations: Problems And Solutions-Fed. R. Civ. P. 30(B)(6), M. Minnette Massey Jan 1986

Depositions Of Corporations: Problems And Solutions-Fed. R. Civ. P. 30(B)(6), M. Minnette Massey

Articles

No abstract provided.


Close Corporations And Private Companies Under American And English Law: Protecting Minorities, Stephen J. Leacock Oct 1983

Close Corporations And Private Companies Under American And English Law: Protecting Minorities, Stephen J. Leacock

University of Miami Inter-American Law Review

No abstract provided.


Remuneration Of Officers And Directors Of Listed California, Florida, Ohio, And Virginia Corporations, M. Minnette Massey, Frank D. Emerson Jan 1959

Remuneration Of Officers And Directors Of Listed California, Florida, Ohio, And Virginia Corporations, M. Minnette Massey, Frank D. Emerson

Articles

No abstract provided.