Law Commons^™

U.S. V. Esquenazi: U.S. Appellate Court Defines “Instrumentality” Under The Foreign Corrupt Practices Act For The First Time, Jon Jordan

William & Mary Business Law Review

No abstract provided.

Walking On Thin Ice: Does The Revenue Procedure 2013-13 Signify The Demise Of Leveraged Spin-Offs?, Natalia Caruso

William & Mary Business Law Review

Corporate taxpayers, when weighing leveraged spin-off transactions, have long relied on the comfort of Internal Revenue Service rulings to “bless” the deals. These transactions, when structured properly, are not subject to tax under section 355 of the Internal Revenue Code (“I.R.C.”) and can potentially provide great monetizing opportunities to public companies. Recent developments in the Internal Revenue Service’s ruling policy, however, removed the safety blanket companies had relied upon, as the Internal Revenue Service announced its decision to cease the issuance of the rulings addressing the deals’ qualification for tax-free treatment.

This Note will examine the history and the complex …

Corporate Social Responsibility & Concession Theory, Stefan J. Padfield

William & Mary Business Law Review

This Essay examines three related propositions: (1) Voluntary corporate social responsibility (CSR) fails to effectively advance the agenda of a meaningful segment of CSR proponents; (2) None of the three dominant corporate governance theories—director primacy, shareholder primacy, or team production theory—support mandatory CSR as a normative matter; and, (3) Corporate personality theory, specifically concession theory, can be a meaningful source of leverage in advancing mandatory CSR in the face of opposition from the three primary corporate governance theories. In examining these propositions, this Essay makes the additional claims that Citizens United: (A) supports the proposition that corporate personality theory matters; …

The Federal Common Law Of Successor Liability And The Foreign Corrupt Practices Act, Taylor J. Phillips

William & Mary Business Law Review

In recent years, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have vigorously enforced the Foreign Corrupt Practices Act (FCPA). The FCPA prohibits bribery of foreign government officials, and the statute provides for significant civil and criminal sanctions. Settling and remediating violations can cost corporate defendants millions, with several corporate enforcement actions exceeding $100 million in sanctions. Moreover, enforcement actions related to the FCPA often are not brought until many years after the alleged violations.

Because the massive potential liabilities associated with an FCPA violation may not manifest themselves until years after the violation occurred, prospective …

A Concept-Sensitive Managerial Analysis With Law: Applying A Business Concept To A Legal Rule To Identify The Domain Of Business Situations, James E. Holloway

William & Mary Business Law Review

The traditional fact-sensitive managerial analysis with law analyzes business situations to identify legal issues and applies legal rules to facts to make judicial decisions. The fact-sensitive managerial analysis takes decades to identify a family of business situations and lacks the analytical capacity to use business knowledge (concepts) and analytical methods to identify business situations. Alternatively, a concept-sensitive managerial analysis with law increases factual sensitivity by applying a business concept to a legal rule to shorten the duration of identifying an extensive family of business situations. All situations are not useful or effective when making business decisions or managing a business. …