Law Commons^™

Jalan Buntu Atau Terobosan Memahami Penawaran Tender Dalam Akuisisi Di Indonesia Dan Isu Pengendalian Perusahaan Ganda, Bilal Firmansyah

Jurnal Hukum & Pembangunan

Corporate actions are commonly undertaken by companies to gain profits. An acquisition is one example of a corporate action that generates positive sentiment in the market, thereby attracting the attention of many companies. However, as a consequence of an acquisition, each company involved is required to make a mandatory tender offer for the remaining shares not acquired during the acquisition process. This mandatory tender offer is regulated by the Financial Services Authority Regulation No. 9/POJK.04/2018 (Regulation on the Takeover of Public Companies), which allows for certain exceptions in its implementation. The issue arises when the exception to the mandatory tender …

Animation As An Early Source For Metaphor Acquisition By Younger Children, Dr. Mahmoud Arif Edan

Midad AL-Adab Refereed Quarterly Journal

The purpose of this study is to highlight evidence the animations the primary source for younger children to acquire metaphors. They can make use of those cartoons to recognise and activate their conceptual maps. The study applied the Conceptual Metaphor Theory (CMT) by Lakoff, & Johnson (1980) to be the theoretical framework of this study. The data collection is one-on-one method interviews (or face to face) which is the major and commonest type of the data collection methods in research whose nature is qualitative, yet this research applies the mixed method that combines the prose of the quantitative and qualitative …

Does The Constitution Allow Private Companies To Use Eminent Domain Against A State? Penn East Pipeline Co., Llc V. New Jersey, Crystal J. Anthony

Ocean and Coastal Law Journal

In 2021 the United States Supreme Court decided in the case PennEast Pipeline Co. v. New Jersey that Section 717(h) of the Natural Gas Act authorized the Federal Energy Regulatory Commission (FERC) to delegate the government’s eminent domain power to private companies. The Court’s decision allows a private company to condemn all “necessary rights-of-way,” whether privately-owned or state-owned land. This case note explores the history of the government’s eminent domain power and the states’ Eleventh Amendment immunity from lawsuits. The majority opinion in PennEast reasoned that the states waived their sovereign immunity at the ratification of the Constitution. Thus, according …

Theories On Territorial Sovereignty: A Reappraisal, Giovanni Distefano

UAEU Law Journal

Territory and its normative translation, that is territorial sovereignty, are still the cornerstone of contemporary international legal order, as Article 2 (1) of the United Nations Charter solemnly declares. Hence, it is not without interest to enquire into this fundamental legal notion. This article purports to analyse firstly different legal theories which have been advanced so far in order to explain the legal relationship between State and territory; secondly, the so-called mode of acquisition of territorial sovereignty; thirdly, specific territorial situations (such as international administration, protectorates, servitudes, etc.); fourthly, the role of such peremptory rules of public international law (ius …

Real Insider Trading, Michael A. Perino

Washington and Lee Law Review

In popular rhetoric, insider trading cases are about leveling the playing field between elite market participants and ordinary investors. Academic critiques vary. Some depict an untethered insider trading doctrine that enforcers use to expand their power and enhance their discretion. Others see enforcers beset with agency cost problems who bring predominantly simple, easily resolved cases to create the veneer of vigorous enforcement. The debate has, to this point, been based mostly on anecdote and conjecture rather than empirical evidence. This Article addresses that gap by collecting extensive data on 465 individual defendants in civil, criminal, and administrative actions to assess …

Contract Design, Default Rules, And Delaware Corporate Law, Jeffrey Manns, Robert Anderson

Washington and Lee Law Review

Incomplete contract theory recognizes that contracts cannot be comprehensive and that state law necessarily has to fill in gaps when conflicts arise. The more complex the transaction, the more that lawyers face practical constraints that force them to limit the scope of drafting and broadly rely on legal defaults and open-ended terms to plug holes and address contingencies. In theory Delaware law serves as lawyers’ preferred jurisdiction and forum for merger and acquisition (M&A) transactions and other high-end corporate deals because of the state’s superior default rules for corporate law and its judiciary’s expertise in discerning the “hypothetical bargain” of …

Investments And Security: Balancing International Commerce And National Security With Expanded Authority For The Committee On Foreign Investment In The United States, Christopher Jusuf

Catholic University Journal of Law and Technology

What happens when the interests of international trade conflict with those of national security? This article analyzes this question within the context of the Committee on Foreign Investment in the United States (CFIUS), an obscure but increasingly powerful executive panel that exercises the president's broad authority to unilaterally interfere with and stop international mergers and acquisitions. With the passage of the Foreign Investment Risk Review Modernization Act (FIRRMA), CFIUS is more powerful now than it has ever been, and should be a key consideration for any company seeking to do business with foreign investors. This is especially true as America …

Loss Of Human Capital: Corporate Transactions And Their Impact On The L-1 Visa For Employees, Constanza Mundt

Touro Law Review

No abstract provided.

What's Driving Acquisitions? An In-Depth Analysis Of Ceo Drivers Determining Modern Form Acquisition Strategy, Jennifer E. Wuebker

University of Richmond Law Review

Part I provides an overview of the acquisition landscape, including

a brief history of the prevalence and success of acquisitions

as well as an analysis of acquisitions today. Part II outlines

the acquisition process and highlights the importance and dynamics

of decision making, both in principle and in practice. Part

III explores two theories of acquisitive strategy driving CEO decision

making: value enhancement and private interest. Part IV

analyzes the implications of CEO personality and psychological

drivers on acquisition strategy and decision making. This article

argues that CEO traits are central decision drivers, but that no

particular set of traits …

Omnibus Trade And Competitiveness Act Of 1988: Putting The Brakes On Foreign Investment, Christopher J. Foreman

Georgia Journal of International & Comparative Law

No abstract provided.

A Herculean Leap For The Hard Case Of Post-Acquisition Claims: Interpreting Fair Housing Act Section 3604(B) After Modesto, Mary Pennisi

Fordham Urban Law Journal

On October 8, 2009, Committee Concerning Community Improvement v. City of Modesto created a split in federal circuit courts over whether FHA § 3604(b) applies to discrimination that occupants suffer after acquiring their dwelling. The question is whether the FHA only applies to discrimination in acquiring their property or afterwards as well. This Note examines the split in federal circuit courts created by Modesto. Part I examines the history of the FHA and theories of statutory interpretation. Part II discusses the split in federal authority and both sides’ interpretative methodologies and rationales. . Part III.A maintains that meaning-based and intent-based …

Honest Services Fraud After Skilling., Pamela Mathy

St. Mary's Law Journal

The United States Supreme Court ruling in Skilling v. United States limits honest services fraud prosecutions of both public officials and private individuals to schemes involving bribes or kickbacks. Over the past two decades, federal prosecutors have used the federal mail and wire fraud statutes to reach schemes which deprive citizens of their money or property and of the intangible right to honest services. The Court’s ruling in Skilling removes a category of deceptive, fraudulent, and corrupt conduct from the scope of the honest services law. By limiting honest services fraud under the statute to bribes and kickbacks, the Court …

Risks And Hedges Of Providing Liquidity In Complex Securities: The Impact Of Insider Trading On Options Market Makers, Stanislav Dolgopolov

Fordham Journal of Corporate & Financial Law

No abstract provided.

Providing A Foundation For Analysis Of Volatile Data Stores, Timothy Vidas

Journal of Digital Forensics, Security and Law

Current threats against typical computer systems demonstrate a need for forensic analysis of memory-resident data in addition to the conventional static analysis common today. Certain attacks and types of malware exist solely in memory and leave little or no evidentiary information on nonvolatile stores such as a hard disk drive. The desire to preserve system state at the time of response may even warrant memory acquisition independent of perceived threats and the ability to analyze the acquired duplicate.

Tools capable of duplicating various types of volatile data stores are becoming widely available. Once the data store has been duplicated, current …

Leach Keynote Address, James A. Leach

Fordham Journal of Corporate & Financial Law

No abstract provided.

M&A: Survival Of The Fittest In The 21st Century: Strategic Positioning In The Banking And Communications Industries - M&A In The Banking Industry Investment Banking Perspective, Neil Mccarthy

Fordham Journal of Corporate & Financial Law

No abstract provided.

M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Corporate Restructuring & Spin-Offs, Michael Kliegman

Fordham Journal of Corporate & Financial Law

No abstract provided.

Corporate Pro-Choice: New York Assumes An Anti-Takover Position, Paula Walter

Touro Law Review

No abstract provided.

Mergers And Acquisitions: The Quintessence Of Change, James C. Freund

Cleveland State Law Review

I wrote a book in the mid-'70's entitled ANATOMY OF A MERGER, a guide to handling negotiated acquisitions. Looking back from the vantage point of a decade later, I was struck by the tremendous changes that had taken place in terms of how acquisitions of public companies are accomplished. Today, the hostile takeover has so permeated the public company acquisition scene that it has entirely altered the way that lawyers and others who ply this trade accomplish their goals.

Conversion Of Nonexempt Property To Exempt Property On The Eve Of Bankruptcy In Arkansas, J. Thomas Hardin

University of Arkansas at Little Rock Law Review

No abstract provided.

Reorganization Treatment Of Acquisitions Of Stock Savings And Loan Institutions By Mutual Savings And Loan Associations, Michael L. Gobbo

Fordham Law Review

No abstract provided.

Reorganization Treatment Of Acquisitions Of Stock Savings And Loan Institutions By Mutual Savings And Loan Associations, Michael L. Gobbo

Fordham Law Review

No abstract provided.

The Acquisition Of National Parkland: A Challenge For The Future, Rosemary E. Nation

Dalhousie Law Journal

Since the inception of a national park system in Canada, land acquisition for national parks has been sporadic and is now at a virtual standstill. In 1930, when legislation was introduced to designate national parks and govern their use, fourteen parks areas had been established.' Four parks were set up between 1930 and 1968, and seven parks and three national park reserves were established between 1968 and 1982. With the exception of the establishment of Grasslands National Park in Saskatchewan in 1982, there has been no further expansion to date. Thus, there are currently twenty-six national parks and three national …

What's Wrong With Conglomerate Mergers?, Michael Pertschuk, Kenneth M. Davidson

Fordham Law Review

No abstract provided.

What's Wrong With Conglomerate Mergers?, Michael Pertschuk, Kenneth M. Davidson

Fordham Law Review

No abstract provided.

Federal Antitrust Law-Mergers-An Updating Of The "Failing Company" Doctrine In The Amended Section 7 Setting, Philip Sotiroff S.Ed.

Michigan Law Review

Even though application of section 7 has become increasingly effective, a specific exception to its coverage has been recognized by Congress and the Supreme Court. This exception is commonly referred to as the "failing company" doctrine. In short. the doctrine holds that an acquired or to-be-acquired firm which is in a "failing" condition, or the acquiring corporation, may interpose this condition as a defense to any prosecution under section 7 seeking to prevent or undo the acquisition of the failing company's stock or assets by the other. This discussion will attempt to explore the development of the doctrine, consider its …

Tax-Free Corporate Acquisitions - The Law And The Proposed Regulations, Robert L. Merritt

Michigan Law Review

The quest for interpretation is indeed an ancient one. Our life path is pervaded by a search for meanings.

It has been said of the law that it is sometimes better to have a bad rule than to have no rule. I suppose the rationale is that unsatisfactory certainties at least permit action, and are susceptible to a change for the better, the very badness of the rule serving to accelerate the equitable resolution. Being neither philosopher nor historian, I do not know whether that patience which awaits ultimate improvement is always a virtue.

Treaties Governing The Succession To Real Property By Aliens, Willard L. Boyd, Jr.

Michigan Law Review

Under customary international law no nation has the duty to grant to aliens the right to hold real property. Although international law accords to an alien the privilege of participating in the economic life of the state of his residence, this privilege does not encompass the right to hold real property. The right to succeed to and hold real property is a matter solely within the competence of a nation. It is for each nation exclusively to regulate the acquisition and tenure of real property. National authority in this regard can be traced to the concept that the sovereign may …

Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery

Michigan Law Review

"Distributions" implies that we are concerned with the tax problems of the stockholder rather than those of the corporation. And while one corporation may be the stockholder of another, my emphasis will be primarily upon stockholders who are individuals, including, of course, trusts and estates who are taxed as individuals.