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Business Organizations Law

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1989

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Articles 1 - 30 of 39

Full-Text Articles in Law

Corporate Divisions Under Section 355, Mark J. Silverman, Kevin M. Keyes Dec 1989

Corporate Divisions Under Section 355, Mark J. Silverman, Kevin M. Keyes

William & Mary Annual Tax Conference

No abstract provided.


Recent Developments In The Taxation Of Corporations And Shareholders, Peter P. Weidenbruch Jr. Dec 1989

Recent Developments In The Taxation Of Corporations And Shareholders, Peter P. Weidenbruch Jr.

William & Mary Annual Tax Conference

No abstract provided.


A List Of Potential "Gotchas": Employee Benefit Plan Issues Where Business Structure Is Changed, Rebecca J. Miller Dec 1989

A List Of Potential "Gotchas": Employee Benefit Plan Issues Where Business Structure Is Changed, Rebecca J. Miller

William & Mary Annual Tax Conference

No abstract provided.


Issues Involved In Allocation Of Purchase Price In Stock And Asset Acquisitions, Including Impact Of Section 1060, Samuel C. Thompson Jr. Dec 1989

Issues Involved In Allocation Of Purchase Price In Stock And Asset Acquisitions, Including Impact Of Section 1060, Samuel C. Thompson Jr.

William & Mary Annual Tax Conference

No abstract provided.


Effective Use Of Buy & Sell Agreements: Alternatives To The Traditional Buy & Sell Agreement, Myron E. Sildon Dec 1989

Effective Use Of Buy & Sell Agreements: Alternatives To The Traditional Buy & Sell Agreement, Myron E. Sildon

William & Mary Annual Tax Conference

No abstract provided.


Allocating Partnership Liabilities Under The New Section 752 Regulations, William F. Nelson Dec 1989

Allocating Partnership Liabilities Under The New Section 752 Regulations, William F. Nelson

William & Mary Annual Tax Conference

No abstract provided.


Section 2036(C), Jere D. Mcgaffey Dec 1989

Section 2036(C), Jere D. Mcgaffey

William & Mary Annual Tax Conference

No abstract provided.


Planning Considerations For Like-Kind Exchanges Involving Partnerships, Joseph G. Howe Iii Dec 1989

Planning Considerations For Like-Kind Exchanges Involving Partnerships, Joseph G. Howe Iii

William & Mary Annual Tax Conference

No abstract provided.


The Jury's Response To Business And Corporate Wrongdoing, Valerie P. Hans Oct 1989

The Jury's Response To Business And Corporate Wrongdoing, Valerie P. Hans

Cornell Law Faculty Publications

Some of the most vociferous criticisms of the jury relate to its performance in cases involving business and corporate wrongdoing. The jury's competence in such cases is assaulted on a variety of fronts. Critics question the jury's factfinding ability in cases with business and corporate parties, and doubt whether lay jurors can understand the often complex and esoteric evidence of business wrongdoing. Others claim that bias and prejudice, rather than evidence, determine jury decisions about businesses and corporations. The presumed biases cut both ways. The generally positive regard in which the public holds business is credited with creating ...


The Art Of Regulation Drafting: Structured Discretionary Justice Under Section 355, John W. Lee Aug 1989

The Art Of Regulation Drafting: Structured Discretionary Justice Under Section 355, John W. Lee

Faculty Publications

This article analyzes the 35-year evolution of the section 355 regulations from the perspectives of the jurisprudential dichotomy between general principles and detailed rules and administrative law theory as to agency discretion.


Price Effects Of Horizontal Mergers, Alan A. Fisher Ph.D., Frederick I. Johnson Ph.D., Robert H. Lande Jul 1989

Price Effects Of Horizontal Mergers, Alan A. Fisher Ph.D., Frederick I. Johnson Ph.D., Robert H. Lande

All Faculty Scholarship

When should the government challenge a merger that might increase market power but also generate efficiency gains? The dominant belief has been that the government and courts should evaluate these mergers solely in terms of economic efficiency. Congress, however, wanted the courts to stop any merger significantly likely to raise prices. Substantially likely efficiency gains should therefore affect the legality of mergers to the extent that they are likely to prevent price increases. This standard is more strict than the economic efficiency criterion, because the latter would permit mergers substantially likely to lead to higher prices, if sufficient efficiency gains ...


The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton Jul 1989

The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


Responses To Corporate Versus Individual Wrongdoing, Valerie P. Hans, M. David Ermann Jun 1989

Responses To Corporate Versus Individual Wrongdoing, Valerie P. Hans, M. David Ermann

Cornell Law Faculty Publications

For many years, researchers assumed that the public was indifferent to corporate wrongdoing, but recent surveys have discovered evidence to the contrary. Taking insights from these data a step further, this study employed an experimental design to examine whether people responded differently to corporate versus individual wrongdoers. We varied the identity of the central actor in a scenario involving harm to workers. Half the respondents were informed that a corporation caused the harm; the remainder were told that an individual did so. Respondents applied a higher standard of responsibility to the corporate actor. For identical actions, the corporation was judged ...


Preventing Partnership Freeze-Outs, Franklin A. Gevurtz Jan 1989

Preventing Partnership Freeze-Outs, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.


Executive Loans From Corporate Funds, Jayne W. Barnard Jan 1989

Executive Loans From Corporate Funds, Jayne W. Barnard

Faculty Publications

The author surveys the laws affecting loans made by a corporation to its executives, including the state loan enabling statutes, the applicable tax laws, and any disclosurerequirements. Also discussed is the applicability of Regulation G to loans made by a corporation to facilitate share purchases by its executives. Finally, the author enumerates the risks inherent in executive lending and makes suggestions for risk minimization.


Taxing Corporate Acquisitions: A Proposal For Mandatory Uniform Rules, Glenn E. Coven Jan 1989

Taxing Corporate Acquisitions: A Proposal For Mandatory Uniform Rules, Glenn E. Coven

Faculty Publications

No abstract provided.


The Global Corporation, Thomas Donaldson Jan 1989

The Global Corporation, Thomas Donaldson

Legal Studies and Business Ethics Papers

This chapter will offer an introductory sketch of the theory and practice of the multinational firm. Of necessity it will be a still image of a moving, elusive phenomenon. The sketch will be drawn, moreover, from a moral angle; it highlights the vast powers of multinationals, the existing codes and laws influencing their activities, and the rare theoretical attempts that have been made to understand their ethical responsibilities. Yet it attempts almost no moral analysis. Its aim is descriptive; it is to serve as a preliminary for the moral analysis that will follow.


United States Report: The Protection Of Worker's Rights In The Event Of Insolvency And Business Reorganization: A Symposium, Phillip Blumberg Jan 1989

United States Report: The Protection Of Worker's Rights In The Event Of Insolvency And Business Reorganization: A Symposium, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.


Cable Traffic And The First Amendment Must-Carry Under A Diversity Approach And Antitrust As Possible Alternative, Bruno Vandermeulen Jan 1989

Cable Traffic And The First Amendment Must-Carry Under A Diversity Approach And Antitrust As Possible Alternative, Bruno Vandermeulen

LLM Theses and Essays

Recent technological progress in the field of telecommunications has greatly changed the competitive structure between broadcasters, cable operators, and telephone companies. The legal and economic environment for these media participants has shifted, and new problems have arisen. One major problem is the enhanced threat of concentration of media corporations, as corporate bigness becomes desirable and the number of diversified owners of media outlets continues to decrease. This paper analyzes broadcasting regulations and subsequent case law to show the concern by the legislature and regulatory agencies to preserve diversity in opinion and media-ownership through emphasis on “localism” and a “marketplace of ...


Comments On Why Punitive Damages Don't Deter Corporate Misconduct Effectively, Michael Wells Jan 1989

Comments On Why Punitive Damages Don't Deter Corporate Misconduct Effectively, Michael Wells

Scholarly Works

Professor Elliott begins his Article by proclaiming that “a fundamental revolution has reshaped the intellectual underpinnings of tort law.”


The Corporate Attorney-Client Privilege: A Study Of The Participants, Vincent C. Alexander Jan 1989

The Corporate Attorney-Client Privilege: A Study Of The Participants, Vincent C. Alexander

Faculty Publications

Empirical research on the practical effects of the attorney-client privilege in the corporate context has been almost nonexistent. This Article seeks to help fill the gap by synthesizing traditional doctrinal analysis with the results of a survey of individuals with first-hand information about the subject: corporate attorneys, corporate management, and federal judges and magistrates. The survey, which consisted of 182 interviews in New York City, produced a broad range of information about some of the assumptions underlying the corporate privilege, the forms and processes of corporate attorney-client communications and the adjudication of privilege claims.


The "Nexus Of Contracts" Corporation: A Critical Appraisal, William W. Bratton Jan 1989

The "Nexus Of Contracts" Corporation: A Critical Appraisal, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


Proxy Regulation In Search Of A Purpose, George W. Dent Jan 1989

Proxy Regulation In Search Of A Purpose, George W. Dent

Faculty Publications

Changing conditions often force us to rethink the role of a law. Professor Ryan's scholarly article, Rule 14a-8, Institutional Shareholder Proposals, and Corporate Democracy,underscores this need. His article is useful for both its successes and its failures. Its principal failure is its inability to identify a general justification for the rule. This is helpful; the failure of an intelligent and deter- mined advocate to find a persuasive defense of the rule confirms that no defense is possible. The article succeeds principally in showing how institutional investors have recently used the rule in ways that put the rule in ...


Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon Jan 1989

Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon

Scholarly Articles

No abstract provided.


Populist And Economic V. Feudal: Approaches To Industry Self-Regulation In The United States And England, Robert H. Heidt Jan 1989

Populist And Economic V. Feudal: Approaches To Industry Self-Regulation In The United States And England, Robert H. Heidt

Articles by Maurer Faculty

English and American courts treat industry self-regulation very differently. American courts have been generally slow to acknowledge the legitimacy of self-regulation. Once they accept the need for some degree of self-regulation, however, the American courts, under the growing influence of the Chicago school, have become increasingly willing to uphold the regulation on the grounds of economic efficiency. The English courts have had less difficulty recognizing the legitimate role industry self-regulation plays. In determining the reasonableness of the regulatory scheme, however, the English courts adopt a protectionist approach which favours the status quo within the industry. These distinctions, the author argues ...


The Use Of Tax Law To Stabilize The Stock Market: The Efficacy Of Holding Period Requirements, James R. Repetti Jan 1989

The Use Of Tax Law To Stabilize The Stock Market: The Efficacy Of Holding Period Requirements, James R. Repetti

Boston College Law School Faculty Papers

No abstract provided.


Antitrust And The Market For Corporate Control, Edward B. Rock Jan 1989

Antitrust And The Market For Corporate Control, Edward B. Rock

Faculty Scholarship at Penn Law

No abstract provided.


Toward Unifying Ownership And Control In The Public Corporation, George W. Dent Jan 1989

Toward Unifying Ownership And Control In The Public Corporation, George W. Dent

Faculty Publications

In 1932, Adolf Berle and Gardiner Means published the seminal book, The Modern Corporation and Private Property. This work set forth the thesis that corporate law's central dilemma has been the separation of ownership and control in publicly held corporations. Over the years, the Berle-Means thesis has been tossed aside by critics who argue that economic forces compel managers to act as if the shareholders were in control and by those who welcome the idea that managers are able to exercise their more enlightened business acumen. On the other hand, those who share concerns over the separation of ownership ...


Changing Perceptions Into Reality: Fiduciary Standards To Match The American Directors’ Monitoring Function, James D. Cox Jan 1989

Changing Perceptions Into Reality: Fiduciary Standards To Match The American Directors’ Monitoring Function, James D. Cox

Faculty Scholarship

This paper describes the historical fiduciary obligations of the American outside director and contrasts those obligations with prevailing obligations in today’s environment of the monitoring director. Special attention is devoted to the role of outside directors when their firm is the target of a takeover. In no other context are the demands on the outside director greater and more strain placed on the monitoring model than in the context of a corporate takeover. The final section of this paper examines the relief modern statutory provisions provide to the director and the monitoring function


Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton Jan 1989

Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.