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Articles 1 - 18 of 18
Full-Text Articles in Law
The Jury’S Response To Business And Corporate Wrongdoing, Valerie P. Hans
The Jury’S Response To Business And Corporate Wrongdoing, Valerie P. Hans
Law and Contemporary Problems
No abstract provided.
The Art Of Regulation Drafting: Structured Discretionary Justice Under Section 355, John W. Lee
The Art Of Regulation Drafting: Structured Discretionary Justice Under Section 355, John W. Lee
Faculty Publications
This article analyzes the 35-year evolution of the section 355 regulations from the perspectives of the jurisprudential dichotomy between general principles and detailed rules and administrative law theory as to agency discretion.
The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton
The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton
All Faculty Scholarship
No abstract provided.
Misreading The Williams Act, Lyman Johnson, David Millon
Misreading The Williams Act, Lyman Johnson, David Millon
Michigan Law Review
This Article examines the emerging controversy over preemption of the most potent of recent antitakeover laws, the so-called business combination statutes recently passed by Delaware, New York, and other states, and Pennsylvania's director-approval statute. After examining the strategy employed by the states to shield these statutes from constitutional attack, we consider the issues raised by the preemption claim and the arguments currently being advanced by the SEC and others in favor of preemption. Resolving the preemption controversy requires inquiry into the original meaning and objectives of the Williams Act. We argue that this should involve attention not only to the …
The Basics Of Disclosure: The Market For Information In The Market For Corporate Control, James Harlan Koenig
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.
Coase Defends Coase: Why Lawyers Listen And Economists Do Not, Stewart Schwab
Coase Defends Coase: Why Lawyers Listen And Economists Do Not, Stewart Schwab
Michigan Law Review
A Review of The Firm The Market and The Law by Ronald Coase
Reverse Piercing The Corporate Veil: Should Corporation Owners Have It Both Ways?, Michael J. Gaertner
Reverse Piercing The Corporate Veil: Should Corporation Owners Have It Both Ways?, Michael J. Gaertner
William & Mary Law Review
No abstract provided.
Missing The Point About State Takeover Statutes, Lyman Johnson, David Millon
Missing The Point About State Takeover Statutes, Lyman Johnson, David Millon
Michigan Law Review
In a recent article in this journal, Professor Richard Booth offers an extended appraisal of state legislation regulating hostile corporate takeovers. We think Booth's article requires comment for two reasons. The first reason is perhaps more obvious, though less interesting from our point of view. To be blunt, "unfairness" to shareholders due to coercion arising out of two-tier or partial offers simply does not occur with enough frequency to warrant a sixty-seven-page article in a major law review. According to recent congressional testimony by SEC Commissioner Cox, from 1982 to 1986 the number of two-tier offers declined from 18% of …
Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton Jr.
Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton Jr.
Duke Law Journal
No abstract provided.
Externalities, Firm-Specific Capital Investments, And The Legal Treatment Of Fundamental Corporate Changes, Jonathan R. Macey
Externalities, Firm-Specific Capital Investments, And The Legal Treatment Of Fundamental Corporate Changes, Jonathan R. Macey
Duke Law Journal
No abstract provided.
Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton
Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton
All Faculty Scholarship
No abstract provided.
The Inside Counsel Movement, Professional Judgment And Organizational Representation, Robert Eli Rosen
The Inside Counsel Movement, Professional Judgment And Organizational Representation, Robert Eli Rosen
Articles
No abstract provided.
Executive Loans From Corporate Funds, Jayne W. Barnard
Executive Loans From Corporate Funds, Jayne W. Barnard
Faculty Publications
The author surveys the laws affecting loans made by a corporation to its executives, including the state loan enabling statutes, the applicable tax laws, and any disclosurerequirements. Also discussed is the applicability of Regulation G to loans made by a corporation to facilitate share purchases by its executives. Finally, the author enumerates the risks inherent in executive lending and makes suggestions for risk minimization.
State Tolling Statutes And Interstate Commerce: Bendix Autolite Corporation V. Midwesco Enterprises, John H. Forg
State Tolling Statutes And Interstate Commerce: Bendix Autolite Corporation V. Midwesco Enterprises, John H. Forg
Case Western Reserve Law Review
No abstract provided.
Who Should Pay The Corporate Tax In A Flat Tax World?, Rebecca S. Rudnick
Who Should Pay The Corporate Tax In A Flat Tax World?, Rebecca S. Rudnick
Articles by Maurer Faculty
This article reviews the corporate tax system within the context of the historical bias and current effects of the current system of taxation of corporations and shareholders. Drawing on public finance theory, financial markets microstructure research, and perspectives on corporate governance, Professor Rudnick proposes a profits tax on the liquid equity of firms. She finds this to be a normative rationale for a double tax system under optimal tax principles due to the inelasticity of demand for and supply of liquidity and the economic rent it produces. The value of liquidity in different capital markets is the crucial determinate. Under …
Braswell V. United States: An Examination Of A Custodian's Fifth Amendment Right To Avoid Personal Production Of Corporate Records, Scott D. Price
Braswell V. United States: An Examination Of A Custodian's Fifth Amendment Right To Avoid Personal Production Of Corporate Records, Scott D. Price
Villanova Law Review
No abstract provided.
The Corporate Attorney-Client Privilege: A Study Of The Participants, Vincent C. Alexander
The Corporate Attorney-Client Privilege: A Study Of The Participants, Vincent C. Alexander
Faculty Publications
Empirical research on the practical effects of the attorney-client privilege in the corporate context has been almost nonexistent. This Article seeks to help fill the gap by synthesizing traditional doctrinal analysis with the results of a survey of individuals with first-hand information about the subject: corporate attorneys, corporate management, and federal judges and magistrates. The survey, which consisted of 182 interviews in New York City, produced a broad range of information about some of the assumptions underlying the corporate privilege, the forms and processes of corporate attorney-client communications and the adjudication of privilege claims.
State Competence To Regulate Corporate Takeovers: Lessons From State Takeover Statutes, Alan E. Garfield
State Competence To Regulate Corporate Takeovers: Lessons From State Takeover Statutes, Alan E. Garfield
Alan E Garfield
This Article reveals two very different lessons about state competence to regulate corporate takeovers. The first lesson is that some states are enacting anti-takeover legislation for the protectionist purpose of sheltering large local employers. The Article contends that the appropriate response to this legislation is for courts to invalidate it under the Commerce Clause. The second lesson is that some states, most notably Delaware, are enacting anti-takeover legislation to protect a state’s corporate chartering industry. In this instance, federal preemptive intervention is necessary to ensure that state law does not unduly favor management interests at shareholder expense.