Law Commons^™

Subchapter S: Operational Issues, Peter L. Faber

William & Mary Annual Tax Conference

No abstract provided.

Planning Opportunities After Chapter 14 (Section 2701 And 2702), Frederic A. Nicholson

William & Mary Annual Tax Conference

No abstract provided.

S Corporation Stock In Trusts And Estates - Preserving The S Election And Other Practical Problems, W. Birch Douglass Iii

William & Mary Annual Tax Conference

No abstract provided.

Racial Discrimination In Business Transactions, Robert E. Suggs

Faculty Scholarship

When the Supreme Court invalidated a municipal minority business set-aside in City of Richmond v. J.A. Croson Co., it failed to recognize the special circumstances confronting the minority entrepreneur. Contrary to the Court’s own erroneous assertion that “[s]tates and their local subdivisions have many legislative weapons at their disposal both to punish and prevent present [business] discrimination ….” – they do not. Nor can they create effective antidiscrimination remedies as a practical matter. As a result that decision leaves minority business owners vulnerable to discrimination from other business firms but without a remedy. Part I identifies the glaring failure …

Coase, Rents, And Opportunity Costs, Stewart J. Schwab

Cornell Law Faculty Publications

Professor Posin is to be congratulated on his recent article in this Review, "The Coase Theorem: If Pigs Could Fly," for creating a precise example that purports to disprove the Coase Theorem. Legal scholarship should strive more towards verifiable or falsifiable statements about the law. Of course, falsifiable statements are a risky strategy, and in this case the risk has materialized. Posin's claim—that his example shows a flaw in the Coase Theorem—is false.

Posin's claim is an especially bold one, for his example deals with a shifting legal entitlement between two producers. Most successful attacks on the Coase Theorem have …

Three Policy Decisions Animate Revision Of Uniform Partnership Ac, Donald J. Weidner

Scholarly Publications

No abstract provided.

Chapter 21 E A Case For Regulatory Overhaul, Umass Amherst Center Economic Development

Center for Economic Development Technical Reports

The purpose of this report was to provide an economic development perspective on the problems introduced with the implementation of Chapter 21E in the state of Massachusetts. The report then explored the amendment that went into effect on July, 1992. The amendment privatized the response action at disposal sites and provided more flexible, case-by-case standards for the containment and control environment regulations.

Start Making Sense: An Analysis And Proposal For Insider Trading Regulation, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Frankenstein's Monster Hits The Campaign Trail: An Approach To Regulation Of Corporate Political Expenditures, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Sovereignty Over Corporate Stock, Lyman P.Q. Johnson

Scholarly Articles

No abstract provided.

Redefining Corporate Law, David K. Millon

Scholarly Articles

None available.

Who Owns Christmas Trees? The Disposition Of Property Used By A Partnership, Daniel S. Kleinberger, Barbara A. Wrigley

Faculty Scholarship

Two partners form an enterprise. One (the K partner) supplies the assets used by the enterprise. The other partner (the L partner) supplies only labor. When the enterprise ends, the partners disagree about how to divide the property used in the partnership business. The K partner wants his or her property returned. The L partner wants his or her share of the business assets. If some of the property has appreciated while in partnership use, the dispute will be especially complicated. How do the partners divide the value of the property as originally brought into the business? Who benefits from …

Reinventing The Outside Director: An Agenda For Institutional Investors, Ronald J. Gilson, Reinier Kraakman

Faculty Scholarship

Managerialist rhetoric puts the institutional investor between a rock and a hard place. The institutional investor is depicted as a paper colossus, alternatively greedy and mindless, but in all events a less important corporate constituency than that other kind of investor, the "real" shareholder. The unspoken corollary is that, regardless of the institution's investment strategy, its interests may appropriately be ignored.

An institution that trades stock frequently is considered a short-term shareholder without a stake in the future of the corporation. According to the familiar argument, the short-term shareholder has no more legitimate claim on management's attention than does a …

Time Changes: A Review Of To The End Of Time: The Seduction And Conquest Of A Media Empire, Jayne W. Barnard

Faculty Publications

No abstract provided.

Institutional Investors And The New Corporate Governance, Jayne W. Barnard

Faculty Publications

During the last decade, American capital markets have experienced a marked shift from a constituency made up primarily of household investors to one made up primarily of institutional investors. Institutional investors are fiduciary bodies such as pension funds, mutual funds, and employee stock ownership plans, representing large numbers of beneficiaries. As collective entitites, institutional investors often amass billions of dollars in assets, thus giving them the potential for substantial influence on the companies in which they invest. In recent years, some institutional investors have sought to use this influence to challenge traditional patterns of corporate governance, claiming that new patterns …

Defending The "Time Culture": The Public And Private Interests Of Media Corporations, Shelby D. Green

Elisabeth Haub School of Law Faculty Publications

Part I of this essay discusses the “public interest” standard under the Federal Communications Act and describes parallels in corporation doctrine. Part II considers whether broadcasters satisfy their public interest obligations by addressing audience interest. Part III discusses the prerogatives of the management of the corporate broadcaster to consider non-financial factors in selecting programming. Part IV describes the non-traditional philosophy of the corporation's legitimate object, which led to the subject case. Part V discusses the central legal issues of the cognizable business interests of corporations. Finally, the Conclusion offers a view on desirable public interest objectives of media corporations.

Lender Liability: The Dilemma Of The Controlling Creditor, J. Dennis Hynes

Publications

No abstract provided.

Bondholder Coercion: The Problem Of Constrained Choice In Debt Tender Offers And Recapitalizations, John C. Coffee Jr., William A. Klein

Faculty Scholarship

The past decade saw the flourishing of risky, high-yield corporate debt, often called "junk" bonds. Too many companies took on too much debt, and the chickens are now coming home to roost as these bonds have begun to default with increasing frequency.The magnitude of the problem is potentially enormous; by one estimate, $318 billion of debt has either defaulted already or trades at yields indicating the market's skepticism that it will be repaid on maturity.

Facing the prospect of default, corporate issuers are seeking to restructure or recapitalize their financial structures at a correspondingly increased pace. The market force driving …

Liquidity Versus Control: The Institutional Investor As Corporate Monitor, John C. Coffee Jr.

Faculty Scholarship

Within academia, paradigm shifts occur regularly, some more important than others. As the takeover wave of the 1980s ebbs, a significant shift now appears to be in progress in the way the public corporation is understood. Above all, the new thinking emphasizes that political forces shaped the modern corporation. While the old paradigm saw the structure of the corporation as the product of a Darwinian competition in which the most efficient design emerged victorious, this new perspective sees political forces as constraining that evolutionary process and possibly foreclosing the adoption of a superior organizational form. Thus, my colleague Professor Mark …

Corporations, Markets, And Courts, Jeffrey N. Gordon

Faculty Scholarship

The times they are a changin'. Vanguard firms of the 1980s takeover boom have announced associate layoffs and salary freezes because business is down. Bankruptcy and corporate reorganization are the hot new specialties as reflected in law school class size and law firm entrepreneurialism. Acquisition activity has fallen dramatically from the halcyon days of the 1980s. The gargantuan headline-grabbing hostile bid is now rare. In particular, the "boot-strap, bust-up" highly leveraged transaction that so engaged the passions of corporate managers and raiders now seems part of the history of corporate finance rather than its future.

Many forces have played a …

Assessing The Limited Liability Company, Wayne M. Gazur, Neil M. Goff

Publications

The limited liability company is one of the newest forms of business organization. This form combines the limited liability of a corporation with the tax benefits normally associated with a partnership. The authors examine various implications and ramifications of this organizational form.

The Logic And (Uncertain) Significance Of Institutional Shareholder Activism, Edward B. Rock

All Faculty Scholarship

No abstract provided.

An Economic Justification For Corporate Reorganizations, Charles Adams

Articles, Chapters in Books and Other Contributions to Scholarly Works

No abstract provided.

Privatization In Eastern Europe: Impractical, But Not Impossible, Andrzej Rapaczynski

Faculty Scholarship

The most important thing that must be understood by anyone thinking about Eastern European privatization is that the word "privatization," although correct, is somewhat misleading. It is misleading because it brings to mind the operations performed in many other countries where state-owned companies have been sold to private individuals. It is very important to understand that the significance of privatization and the practicality of privatization in Eastern Europe are quite different. The most important thing is that the main task of privatization is not to transfer ownership from one party to another-like that successfully done in England-but rather to create …

Is It Time For A Federal Corporation Law, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Shareholder Initiative: A Social Choice And Game Theoretic Approach To Corporate Law, Jeffrey N. Gordon

Faculty Scholarship

When it comes to specific business matters, it seems that an objecting shareholder can do no more than offer a "precatory" resolution that provides shareholder advice on the issue. Adoption of such a resolution obviously sends a strong signal to management, as do informal contacts by important shareholders, that a management seeking to avoid a control contest may be well-advised to heed. Nevertheless, management can ignore such expressions of shareholder. preference and, indeed, can pursue policies and extraordinary transactions that it knows shareholders would reject. Thus for the large public corporation the pattern of delegation gives management virtually unbounded decisionmaking …

How The Proxy Rules Discourage Constructive Engagement: Regulatory Barriers To Electing A Minority Of Directors, Ronald J. Gilson, Lilli A. Gordon, John Pound

Faculty Scholarship

During the 1980s, both sides of the hostile takeover controversy viewed proxy contests in terms that bordered on the mythical. Those made uneasy by the takeover phenomenon, especially management, held out proxy contests as an alternative, almost utopian mechanism through which a civilized debate about corporate strategy and structure could be held. As the Delaware Supreme Court put it, "[if the stockholders are displeased with the actions of their elected representatives [in blocking a hostile takeover], the powers of corporate democracy are at their disposal to turn the board out.” In contrast, those who believed that takeovers were necessary to …

Unlimited Liability And Law Firm Organization: Tax Factors And The Direction Of Causation, Ronald J. Gilson

Faculty Scholarship

In a recent issue of this Journal, Carr and Mathewson (1988) test a model of the impact of limited and unlimited liability regimes on the nature of firms by comparing the performance of law firms operated as partnerships and sole proprietorships (and therefore subject to unlimited liability) with that of law firms operated as corporations (and therefore subject to limited liability).

Corporate Successors Under Strict Liability: A General Economic Theory And The Case Of Cercla, Merritt B. Fox

Faculty Scholarship

P undertakes an activity subject to strict liability that creates a risk of harm to others. The activity harms V. Before the harm becomes apparent, however, P sells its assets to S for cash and dissolves. Should V be entitled to compensation from S in P's stead? If the talk of corporate lawyers is to be believed, concern over this seemingly technical question is having a substantial impact on the salability of billions of dollars of productive assets.

With the growth of products liability litigation, state courts have given the issue of successor liability increasing attention over the last decade. …

Parental Leaves And Poor Women: Paying The Price For Time Off, Maria O'Brien

Faculty Scholarship

This Article presents a critique of unpaid "parental" leaves and the parental leave legislation recently passed by Congress.1 Eight states have already enacted parental leave statutes of various kinds.' For the sake of simplicity and uniformity, however, this Article focuses on the proposed federal legislation3 and its anticipated effects on unemployed and underemployed women.4 Specifically, this Article argues that the debate about parental leave 5 has ignored the possibility that the cost of this mandated benefit is likely to be borne by poor, low-skill working women6 who will find that their job opportunities narrow as employers try to shift some …