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Business Organizations Law

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1986

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Articles 1 - 30 of 33

Full-Text Articles in Law

A Review Of The Provisions Of The Tax Reform Act Of 1986 Relating To Corporate Acquisitions, Samuel C. Thompson Jr. Dec 1986

A Review Of The Provisions Of The Tax Reform Act Of 1986 Relating To Corporate Acquisitions, Samuel C. Thompson Jr.

William & Mary Annual Tax Conference

No abstract provided.


Employee Benefits Legislation- Another Round: The Tough Get Tougher, Mark S. Dray Dec 1986

Employee Benefits Legislation- Another Round: The Tough Get Tougher, Mark S. Dray

William & Mary Annual Tax Conference

No abstract provided.


Purchase Price Allocations In Cost Basis Acquisitions: Sections 338 And 1060 Under The 1986 Code, William Rogers, John W. Lee Dec 1986

Purchase Price Allocations In Cost Basis Acquisitions: Sections 338 And 1060 Under The 1986 Code, William Rogers, John W. Lee

William & Mary Annual Tax Conference

No abstract provided.


The Allocation Of Partnership Income And Loss Under Sec.704, Herschel M. Bloom Dec 1986

The Allocation Of Partnership Income And Loss Under Sec.704, Herschel M. Bloom

William & Mary Annual Tax Conference

No abstract provided.


Tax Exempt Bond Provisions, Hugh L. Patterson, Guy R. Friddell, William W. Harrison Dec 1986

Tax Exempt Bond Provisions, Hugh L. Patterson, Guy R. Friddell, William W. Harrison

William & Mary Annual Tax Conference

No abstract provided.


Tax Shelter Limitations, Thomas R. Frantz Dec 1986

Tax Shelter Limitations, Thomas R. Frantz

William & Mary Annual Tax Conference

No abstract provided.


Capital Cost Recovery Changes, B. Cary Tolley Iii Dec 1986

Capital Cost Recovery Changes, B. Cary Tolley Iii

William & Mary Annual Tax Conference

No abstract provided.


Cts Corp. V. Dynamics Corporation Of America, Lewis F. Powell Jr. Oct 1986

Cts Corp. V. Dynamics Corporation Of America, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.


Federal Elections Commission V. Massachusetts Citizens For Life, Inc., Lewis F. Powell Jr. Oct 1986

Federal Elections Commission V. Massachusetts Citizens For Life, Inc., Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.


New Limited Liability For Florida Limited Partners, Donald J. Weidner Oct 1986

New Limited Liability For Florida Limited Partners, Donald J. Weidner

Scholarly Publications

No abstract provided.


Free Speech And Corporate Freedom: A Comment On First National Bank Of Boston V. Bellotti, Carl E. Schneider Sep 1986

Free Speech And Corporate Freedom: A Comment On First National Bank Of Boston V. Bellotti, Carl E. Schneider

Articles

The corporation was born in chains but is everywhere free. That freedom was recently affirmed by the United States Supreme Court in First National Bank of Boston v. Bellotti. In Bellotti, the Court overturned a Massachusetts criminal statute forbidding banks and business corporations to make expenditures intended to influence referenda concerning issues not "materially affecting" the corporation's "property, business, or assets." In doing so, the Court confirmed its discovery that commercial speech is not unprotected by the first amendment and announced a novel doctrine that corporate speech is not unprotected by the first amendment. Although several years have passed ...


Making Subchapter S Work, Glenn E. Coven Jul 1986

Making Subchapter S Work, Glenn E. Coven

Faculty Publications

No abstract provided.


Start-Up Costs, Section 195 And Clear Reflection Of Income: A Tale Of Talismans, Tacked-On Tax Reform And A Touch Of Basics, John W. Lee Jul 1986

Start-Up Costs, Section 195 And Clear Reflection Of Income: A Tale Of Talismans, Tacked-On Tax Reform And A Touch Of Basics, John W. Lee

Faculty Publications

No abstract provided.


Legal Opinions In Corporate Transactions: The Opinion That Stock Is Duly Authorized, Validly Issues, Fully Paid And Nonassessable, Scott T. Fitzgibbon, Donald W. Glazer Jul 1986

Legal Opinions In Corporate Transactions: The Opinion That Stock Is Duly Authorized, Validly Issues, Fully Paid And Nonassessable, Scott T. Fitzgibbon, Donald W. Glazer

Boston College Law School Faculty Papers

[Also appears in Opinion Letters of Counsel 1987, 377-412. New York: Practicing Law Institute, 1987.]


Selected Issues In State Business Taxation, Walter Hellerstein May 1986

Selected Issues In State Business Taxation, Walter Hellerstein

Scholarly Works

This Article surveys selected issues in state business taxation. The topics were chosen with the hope that they would be of general interest to the conference for which this Article originally was prepared. The Article therefore eschews the detailed case analysis that typifies much of the law review writing about state and local taxation--including my own--and focuses instead on broader policy and economic questions that those concerned with state business taxation should find no less important. Part II of this Article considers business taxes and state tax incentives. Part III discusses federal and state tax conformity. Part IV addresses a ...


Corporate Social-Reform, The Business Judgment Rule And Other Considerations, Robert N. Leavell Apr 1986

Corporate Social-Reform, The Business Judgment Rule And Other Considerations, Robert N. Leavell

Scholarly Works

In recent years there has been a well-publicized movement to induce corporations to use their economic wealth and power to achieve "social-reform," rather than carry on as usual by professing to be guided only by profit-making. Social change is sought by allowing shareholders to make, or influence directly, those management decisions which significantly affect the quality of life in this country. This approach has found support on college campuses and among the commentators in this field. The Securities Exchange Commission and the courts also have endorsed this approach by legitimating such a role for shareholders despite the fact that it ...


Limiting Losses Attributable To Nonrecourse Debt: A Defense Of The Traditional System Against The At-Risk Concept, Glenn E. Coven Jan 1986

Limiting Losses Attributable To Nonrecourse Debt: A Defense Of The Traditional System Against The At-Risk Concept, Glenn E. Coven

Faculty Publications

No abstract provided.


Limited Liability And Corporate Groups, Phillip Blumberg Jan 1986

Limited Liability And Corporate Groups, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.


The Role Of Efficiency Justifications In U.S.-American And West German Merger Control Law: A Comparison, Christian Westerhausen Jan 1986

The Role Of Efficiency Justifications In U.S.-American And West German Merger Control Law: A Comparison, Christian Westerhausen

LLM Theses and Essays

When merger control laws first emerged in the United States and West Germany in the early 1900s, some businessmen and economists argued that the efficiency of businesses was impeded by antimerger laws. They contended that only very large businesses could realize significant efficiencies, be internationally competitive, and attain technological progress. This paper analyzes the role that these efficiency arguments had on the laws in West Germany and the United States, respectively. German law mainly upheld the idea that preservation of competition was most important for business efficiency, but also included a provision that firms could put forward the social desirability ...


Clarifying The Attempt To Monopolize Offense As An Alternative Protectionist Legislation: The Conditional Relevance Of "Dangerous Probability Of Success", James F. Ponsoldt Jan 1986

Clarifying The Attempt To Monopolize Offense As An Alternative Protectionist Legislation: The Conditional Relevance Of "Dangerous Probability Of Success", James F. Ponsoldt

Scholarly Works

The wounded condition of several major American industries, including steel and textiles, resulting from foreign ‘predatory’ conduct has generated much commentary. At the same time, private spokesmen for our institutionalized business interests, including the financial community, have bemoaned American balance of trade figures, blaming them on such ‘impediments' to our export trade as foreign trade barriers and domestic antitrust laws. The two trade problems suggest a common theme: foreign governments have been unfairly aiding their business interests by protecting monopolized or cartelized foreign markets from American business penetration while also subsidizing, directly or indirectly, foreign invasion of certain targeted American ...


Jurisdiction: Foreign Plaintiffs, Forum Non Conveniens, And Litigation Against Multinational Corporations, Mark A. Chinen Jan 1986

Jurisdiction: Foreign Plaintiffs, Forum Non Conveniens, And Litigation Against Multinational Corporations, Mark A. Chinen

Faculty Scholarship

This article outlines the litigation against multinational corporations. Specifically, it investigates a case brought against a United States-based corporation, Union Carbide, that owned 51% of stock in an Indian corporation that was responsible for a chemical plant gas leak. The leak resulted in the death of 2,100 people and the injuring of over 200,000. The intricacies of the case are discussed.


Unprofitable Mergers: Toward A Market-Based Legal Response, George W. Dent Jan 1986

Unprofitable Mergers: Toward A Market-Based Legal Response, George W. Dent

Faculty Publications

The reams of commentary on corporate mergers, acquisitions, and tender offers have focused largely on protection of shareholders of acquired (or target) companies from both the depredations of acquiring (or raider) companies and the cupidity of their own managements in either negotiating the terms or obstructing the accomplishment of transactions. Virtually no attention has been paid to the plight of shareholders of acquiring companies devastated by unwise acquisitions. This oversight is surprising: some acquisitions have been spectacular disasters, destroying hundreds of millions of dollars in the value of the acquiring company's stock.1 Nor are these isolated cases: on ...


Of Lollipops And Law -- A Proposal For A National Policy Concerning Tender Offer Defenses, Ted J. Fiflis Jan 1986

Of Lollipops And Law -- A Proposal For A National Policy Concerning Tender Offer Defenses, Ted J. Fiflis

Articles

Early last year, Mesa Petroleum Company made a tender offer for shares of Unocal Corporation in an effort to take over Unocal. Unocal responded by using the "lollipop" defense, which is a discriminatory issuer self-tender offer. Unocal's use of this defense resulted in huge economic losses to many of Unocal's small shareholders who were not knowledgeable about the ramifications of their participation or non-participation in the tender offer. The Delaware Supreme Court upheld Unocal's use of this defense as an appropriate exercise of business judgment. A federal district court in California refused to strike down the lollipop ...


The Character Of A Partner's Distributive Share Under The "Substantial Economic Effect" Regulation, Alan Gunn Jan 1986

The Character Of A Partner's Distributive Share Under The "Substantial Economic Effect" Regulation, Alan Gunn

Journal Articles

Partnership income and deductions are allocated according to the amount and the character of each partner's distributive share. This article examines the ways in which the section 704(b) regulations apply the "substantial economic effect" test to character allocations. It argues that it is important to distinguish allocations of character from allocations of amounts to understand these regulations. This is because tests that the regulations apply to character issues have to do with source-measurement correspondence and proration, while amounts are determined according to economic effect in the capital account sense. Although the regulations' rules for character allocations purport to ...


Industry Self-Regulation And The Useless Concept "Group Boycott", Robert Heidt Jan 1986

Industry Self-Regulation And The Useless Concept "Group Boycott", Robert Heidt

Articles by Maurer Faculty

No abstract provided.


Filling In The Gap Left By Congress: What Is The Statute Of Limitations For Private Rico Claims?, Barbara Black Jan 1986

Filling In The Gap Left By Congress: What Is The Statute Of Limitations For Private Rico Claims?, Barbara Black

Faculty Articles and Other Publications

In increasing number, victims of business fraud are bringing lawsuits under the Racketeer Influenced and Corrupt Organizations Act (RICO). Since the statute does not set out a time limit for bringing suit, the courts must determine the appropriate statute of limitations. Malley-Duff & Associates, Inc. v. Crown Life Insurance Co. illustrates the difficulties Congress creates for the courts when it fails to provide a limitations period. RICO makes it illegal to engage in a "pattern of racketeering activity" for certain illegal purposes. A "pattern of racketeering activity" consists of at least two acts of "racketeering activity" within a ten-year period. "Racketeering ...


Minnesota's Control Share Acquisition Statute And The Need For New Judicial Analysis Of State Takeover Legislation, Lyman P. Q. Johnson Jan 1986

Minnesota's Control Share Acquisition Statute And The Need For New Judicial Analysis Of State Takeover Legislation, Lyman P. Q. Johnson

Scholarly Articles

Conventional wisdom holds that corporate takeovers benefit both shareholders and society in general. In examining the constitutionality of state takeover statutes, numerous courts have uncritically adopted this view of takeovers. As a result, they have consistently invalidated state statutes as burdening interstate commerce, both by depriving shareholders of premiums and supposedly impeding an efficient reallocation of resources. This conventional wisdom has been challenged by recent empirical evidence on the adverse efficiency effects of many mergers. In light of this evidence indicating a divergence of investor and other interests in takeovers, Professor Lyman Johnson argues for revised judicial analysis of takeover ...


Dual Class Capitalization: A Reply To Professor Seligman, George W. Dent Jan 1986

Dual Class Capitalization: A Reply To Professor Seligman, George W. Dent

Faculty Publications

Professor Joel Seligman's article, Equal Protection in Share- holder Voting Rights: The One Common Share, One Vote Contro- versy,' is an impressive accomplishment in many respects. It confirms his status as premier historian of our securities laws and markets.2 It also provides a powerful analysis of, and the first se- rious argument against, dual class capitalization, and proposes a thoughtful solution to the problems it raises. Despite these formi- dable assets, some of Professor Seligman's conclusions are debata- ble. First, Professor Seligman argues that the Securities and Exchange Commission (SEC) can impose on the National Associa- tion ...


Legal Opinions On Secondary Sales Of Stock, Scott T. Fitzgibbon, Donald W. Glazer Jan 1986

Legal Opinions On Secondary Sales Of Stock, Scott T. Fitzgibbon, Donald W. Glazer

Boston College Law School Faculty Papers

[Later versions appear in Columbia Business Law Review, 1988, no.1:149-160, and in Business Opinions, 335-77. New York, Practicing Law Institute, 1988.]


Depositions Of Corporations: Problems And Solutions-Fed. R. Civ. P. 30(B)(6), M. Minnette Massey Jan 1986

Depositions Of Corporations: Problems And Solutions-Fed. R. Civ. P. 30(B)(6), M. Minnette Massey

Articles

No abstract provided.