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Full-Text Articles in Law
Change Of Control Board: Federal Preemption Of The Law Governing A Target's Directors, Samuel C. Thompson Jr.
Change Of Control Board: Federal Preemption Of The Law Governing A Target's Directors, Samuel C. Thompson Jr.
Journal Articles
This article sets out a proposed federal uniform standard governing the actions by the board of directors of a publicly held corporation that is the target of a change of control transaction. This proposal would apply in each of the following four merger and acquisition transactions: (1) the acquisition of a target in an arm's-length negotiated merger or acquisition; (2) the acquisition of a target in a management buyout; (3) the proposed acquisition of a target in a hostile tender offer; and (4) the acquisition by a target's controlling shareholder of the minority interests in such target in a freezeout …
The Use And Misuse Of Antiabuse Rules: Lessons From The Partnership Antiabuse Regulations, Alan Gunn
The Use And Misuse Of Antiabuse Rules: Lessons From The Partnership Antiabuse Regulations, Alan Gunn
Journal Articles
Subchapter K of the U.S. Internal Revenue Code was designed to achieve simplicity and flexibility in taxing partners. To limit this flexibility the regulations under subchapter K contain "antiabuse rules", aimed at insuring that subchapter K rules are applied consistently, with the "intent" of those rules in mind and allowing the Commissioner to treat a partnership as an aggregate of its partners in applying any Internal Revenue Code provision. Though antiabuse rules have received harsh criticism for being badly written, they are valuable in many ways. Such rules define abuse as something distinct in principle from substance-over-form and business purpose …