Law Commons^™

The Unique Benefits Of Treating Personal Goodwill As Property In Corporate Acquisitions, Darian M. Ibrahim

Darian M. Ibrahim

Corporate acquisition talks may not get far if buyer and seller disagree over transaction structure, which can have significant after-tax effects. But the parties may have overlooked an item that, due to its potential tax treatment, could be the key to facilitating the acquisition. That item is the selling shareholder's "personal goodwill."

Personal goodwill exists when the shareholder's reputation, expertise, or contacts gives the corporation its intrinsic value. It is most likely to be found in closely held businesses, especially those that are technical, specialized, orprofessional in nature or have few customers and suppliers. If personal goodwill is treated as …

Practice Lean! Implementing Technology-Driven Lean Six Sigma In A Law Firm, Frank A. Urbanic

frank a urbanic

No abstract provided.

Teaching Llcs Through A Problem-Based Approach, Michelle M. Harner, Robert J. Rhee

Robert Rhee

Case studies and case simulations can be used to teach LLCs with an eye toward training business lawyers. These tools can be used in the traditional four-credit Business Associations (BA) course to supplement traditional teaching materials with mini-case studies that accent and apply analysis of primary legal sources. Alternatively, case studies and case simulations can be the centerpiece of a specialized course on LLCs. We discuss both approaches in this short essay.

Deal Deconstructions, Case Studies, And Case Simulations: Toward Practice Readiness With New Pedagogies In Teaching Business And Transactional Law, Michelle M. Harner, Robert J. Rhee

Robert Rhee

In this short commentary, we explore the use of two interrelated pedagogical methods for teaching transactional and business law. The first method is deal deconstruction, which analyzes the set of final deal documents and outcomes. This method is backward-looking, conducting a post-mortem on business transactions and analyzing the parties’ choices memorialized in the agreement against the legal and financial alternatives. The second method involves case studies and simulations, which are commonly seen in business schools. This method is forward-looking, exposing students to the uncertainties and situational contexts of doing deals and deal-related litigation. Together, these complementary methods help students understand …

Teleradiology: The Perks, Pitfalls And Patients, Samuel D. Hodge Jr., Coryell Barlow

Samuel D. Hodge Jr.

The business side of medicine is driven by profits and changes have been implemented to achieve this goal with the utilization of such things as electronic medical records, e-prescriptions, the increased use of generic drugs and the reduction in the number of diagnostic imaging and blood tests ordered. A less well known change is teleradiology, the ability of health care providers to transmit radiological images, like X-rays, CT Scans and MRIs, from one location to another for diagnostic or consulting purposes. The premise is that a radiologist can diagnose images remotely from anywhere in the world as long as there …

Tackling "Arithmophobia": Teaching How To Read, Understand, And Analyze Financial Statements, Paula J. Williams, Kris Anne Tobin, Eric Franklin, Robert J. Rhee

Robert Rhee

This discussion presents different ideas on how to teach accounting and practical finance to law students.

The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee

Robert Rhee

This Article corrects a misconception in corporation law – the belief that principles of tort law do not apply to the liability scheme of fiduciary duty. A board’s duty of care implies exposure to liability, but the business judgment rule precludes it. Tort law finds fault; corporation law excuses it. The conventional wisdom says that the tort analogy fails. This dismissal of tort prinicples is wrong. Although shareholder derivative suits and ordinary tort cases properly yield systemically antipodal outcomes, they are bound by a common analytical framework. The principles of board liability are rooted in tort doctrines governing duty, customs, …

Extension Of Parent Company Shareholders' Rights To Participate In The Governance Of Subsidiaries, Richard M. Buxbaum

Richard M. Buxbaum

No abstract provided.

Telecommunications 2000 Strategy, Hr Practices & Performance, Rosemary Batt, Alexander Colvin, Harry C. Katz, Jeffrey Keefe

Alexander Colvin

This report constitutes the first benchmarking survey of business and human resource practices among a nationally representative sample of workplaces in the broadly defined telecommunications industry that includes wireline, wireless, cable, and internet providers. It grows out of a multi-year study of organizational change in the industry, and is based on extensive field study, site visits, interviews, and surveys conducted by research teams at Cornell and Rutgers Universities. Managers at 577 establishments across the country gave generously of their time during a lengthy telephone survey. The study was made possible through a generous grant by the Alfred P. Sloan Foundation. …

Ethical Issues In Business And The Lawyer's Role, Robert J. Rhee, Carol Morgan, Tamar Frankel, Mark Fagan

Robert Rhee

No abstract provided.

Three Stories And Their Morals, Robert B. Bennett

Robert B. Bennett

Fundamentally, the common law tradition is a collection of stories. Stories also become the law professor's stock in trade. We tell students stories or have them read stories in the form of cases or hypothetical situations and help them discern the morals to the stories-i.e., what the stories mean in the context of business or in their business lives? In a sense, that is what the Socratic Method is all about: analyzing stories in the form of cases and discerning their greater meaning. In this paper I will relate three true stories within the context of just-in-time production management and …