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Articles 1 - 30 of 38
Full-Text Articles in Law
Recent Developments In The Income Taxation Of Individuals, Trusts, Estates And Partnerships, Meade Emory
Recent Developments In The Income Taxation Of Individuals, Trusts, Estates And Partnerships, Meade Emory
William & Mary Annual Tax Conference
No abstract provided.
Changing Places: Tax Treatment Of Changes In Choice Of Entity, Richard M. Lipton
Changing Places: Tax Treatment Of Changes In Choice Of Entity, Richard M. Lipton
William & Mary Annual Tax Conference
No abstract provided.
Qualified Employee Benefit Plans - Legislation, Regulation And Compliance, Thomas D. Terry
Qualified Employee Benefit Plans - Legislation, Regulation And Compliance, Thomas D. Terry
William & Mary Annual Tax Conference
No abstract provided.
Choice Of Entity, Peter L. Faber
Choice Of Entity, Peter L. Faber
William & Mary Annual Tax Conference
No abstract provided.
Formation And Operation Of The Limited Liability Company: Substantive Tax Issues, Allan G. Donn
Formation And Operation Of The Limited Liability Company: Substantive Tax Issues, Allan G. Donn
William & Mary Annual Tax Conference
No abstract provided.
The Revised Uniform Partnership Act: The Reporters' Overview, Donald J. Weidner, John W. Larson
The Revised Uniform Partnership Act: The Reporters' Overview, Donald J. Weidner, John W. Larson
Scholarly Publications
This Article is a brief overview of what the Reporters believe to be the four basic contributions of the Revised Uniform Partnership Act (RUPA or Act). First, RUPA changes the law of partnership breakups and gives greater stability to partnerships by abandoning the traditional rule that a partnership is dissolved every time a member leaves. Second, RUPA makes clear that partners are not fiduciaries among themselves in the same sense as disinterested trustees. Specifically, RUPA states that partners legitimately may pursue self-interest without automatically running afoul of their fiduciary duties. On the other hand, RUPA provides an irreducible core of …
Policing Employment Contracts Within The Nexus-Of-Contracts Firm, Katherine V.W. Stone
Policing Employment Contracts Within The Nexus-Of-Contracts Firm, Katherine V.W. Stone
Cornell Law Faculty Publications
No abstract provided.
State Taxation Of Corporate Income From Intangibles: Allied-Signal And Beyond, Walter Hellerstein
State Taxation Of Corporate Income From Intangibles: Allied-Signal And Beyond, Walter Hellerstein
Scholarly Works
If the field of state taxation has become somewhat of an academic backwater, it is not for want of issues warranting sustained scholarly attention. The Supreme Court alone has provided ample grist for the academic mill by handing down an extraordinary number of significant decisions delineating the federal constitutional restraints on state tax power. Among the state tax questions considered by the Court in recent years, none has figured so prominently and persistently in its deliberations as the states' power to tax the income of multijurisdictional corporations. In Allied-Signal, Inc. v. Director, Division of Taxation, the Court revisited the most …
Implications Of The Stakeholder Model, Roberta S. Karmel
Implications Of The Stakeholder Model, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Corporate Tax Policy For The Twenty-First Century: Integration And Redeeming Social Value, Glenn E. Coven
Corporate Tax Policy For The Twenty-First Century: Integration And Redeeming Social Value, Glenn E. Coven
Faculty Publications
No abstract provided.
Implications Of The Stakeholder Model, Roberta S. Karmel
Implications Of The Stakeholder Model, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Legislative Process And Commercial Law: Lessons From The Copyright Act Of 1976 And The Uniform Commercial Code, Harold R. Weinberg, William J. Woodward Jr.
Legislative Process And Commercial Law: Lessons From The Copyright Act Of 1976 And The Uniform Commercial Code, Harold R. Weinberg, William J. Woodward Jr.
Law Faculty Scholarly Articles
Overlap and conflict are inevitable in any legal system in which a federal government and state governments both have authority to enact laws. In our federal system, the Constitution's Supremacy Clause identifies federal law as preeminent in case of conflict. When conflict develops and litigation is required to determine whether state or federal law controls the issue at hand, our system analyzes the problem using the term preemption as a basis for analysis.
This Article explores the federal legislative process that precedes judicial preemption decisions. By studying the legislative process for its sensitivity to preemption issues, possible ways to modify …
Testing The Limits Of Investigating And Prosecuting White Collar Crime: How Far Will The Courts Allow Prosecutors To Go?, Peter J. Henning
Testing The Limits Of Investigating And Prosecuting White Collar Crime: How Far Will The Courts Allow Prosecutors To Go?, Peter J. Henning
Law Faculty Research Publications
No abstract provided.
Legal Implications Of The Virtual Enterprise, Jan Gerhard Werner
Legal Implications Of The Virtual Enterprise, Jan Gerhard Werner
LLM Theses and Essays
With technologies changing so rapidly today, being competitive in the market often requires corporations to form alliances and new types of relationships. One of these relationships is a Virtual Enterprise, which are similar to joint ventures and strategic alliances but are less formal, short lived, and highly flexible. Virtual Enterprises are especially useful when developing or producing computer products, biotechnology, telecommunications, industrial equipment, and consumer electronics. The characteristics of a Virtual Enterprise along with the special problems attorneys face in supporting their development, maintenance, and termination are analyzed in this thesis. Due to the informal and fast change nature of …
Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon
Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon
Scholarly Articles
No abstract provided.
Labor Law Successorship: A Corporate Law Approach, Edward B. Rock, Michael L. Wachter
Labor Law Successorship: A Corporate Law Approach, Edward B. Rock, Michael L. Wachter
All Faculty Scholarship
No abstract provided.
Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll
Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll
All Faculty Scholarship
This paper uses recent developments in the theory of optimal capital structure to demonstrate how the federal corporate income tax with an interest deduction, but without a corresponding dividend deduction, misallocates capital within the corporate sector by encouraging investment in low-risk, low-growth projects employing tangible assets over high-risk, high-growth projects employing intangible assets.
Labor, Loyalty, And The Corporate Campaign, Melinda J. Branscomb
Labor, Loyalty, And The Corporate Campaign, Melinda J. Branscomb
Faculty Articles
This article critically assesses the disloyalty test, offering badly needed guidance in this murky and risky area of labor law. Part I provides an overview of the relevant portions of the Act and the problems facing the National Labor Relations Board (NLRB or the Board) and the courts as these decision makers interpret section 7 law. It reviews the early section 7 exceptions, the creation of the disloyalty test, and the aftermath of this new exception, and it introduces a number of problems left as Jefferson Standard's legacy. Part II discusses the analytical inconsistency applied in disloyalty doctrine analysis and …
New Myths And Old Realities: The American Law Institute Faces The Derivative Action, John C. Coffee Jr.
New Myths And Old Realities: The American Law Institute Faces The Derivative Action, John C. Coffee Jr.
Faculty Scholarship
Nothing in The American Law Institute's (ALI) Principles of Corporate Governance: Analysis and Recommendations (Principles) proved more controversial than the effort to develop fair and balanced standards for the derivative action. Only the topic of corporate takeovers seems to evoke an equally intense level of emotion among corporate lawyers. Not surprisingly then, Part VII (Remedies) of the Principles attracted the same attention from critics that a lightning rod does in a thunderstorm.
Unlike other ALI Restatements, however, the Principles also encountered a professional opposition, which lobbied against its adoption, both inside and outside the ALI, on behalf of various outside …
Private Practice For Public Consumption: Two Views Of Corporate Law, Jayne W. Barnard
Private Practice For Public Consumption: Two Views Of Corporate Law, Jayne W. Barnard
Faculty Publications
No abstract provided.
Investment Companies As Guardian Shareholders: The Place Of The Msic In The Corporate Governance Debate, Ronald J. Gilson, Reinier Kraakman
Investment Companies As Guardian Shareholders: The Place Of The Msic In The Corporate Governance Debate, Ronald J. Gilson, Reinier Kraakman
Faculty Scholarship
Comparative corporate governance is both necessary and hard. Recent scholarship has identified the political and historical contingency of the American pattern of corporate governance. The Berle-Means corporation, with its separation of management and risk bearing and the attendant agency conflict between managers and shareholders, is now widely recognized as being as much a creature of the American pattern of law and politics as the handiwork of neutral market forces. This recognition underscores the need to place the American experience in a comparative perspective. Other patterns of corporate governance can provide both insights into the operation of our own and a …
The Charging Order: Conflicts Between Partners And Creditors, J. Dennis Hynes
The Charging Order: Conflicts Between Partners And Creditors, J. Dennis Hynes
Publications
No abstract provided.
The Merger Puzzle, John A. Miller
Sanctifying Secrecy: The Mythology Of The Corporate Attorney-Client Privilege, Elizabeth G. Thornburg
Sanctifying Secrecy: The Mythology Of The Corporate Attorney-Client Privilege, Elizabeth G. Thornburg
Faculty Journal Articles and Book Chapters
This article surveys the traditional justifications for giving corporations the benefit of attorney-client privilege. It rejects both moral and utilitarian explanations and argues that, far from being beneficial or benign, the privilege actually does great harm to the truth-seeking function of litigation and imposes tremendous transaction costs on the litigants and on the judicial system as a whole.
The Myth That Israel's Presence In Judea And Samaria Is Comparable To Iraq's Presence In Kuwait, Malvina Halberstam
The Myth That Israel's Presence In Judea And Samaria Is Comparable To Iraq's Presence In Kuwait, Malvina Halberstam
Articles
No abstract provided.
Thoughts Evoked By "Accounting And The New Corporate Law", Ted J. Fiflis
Thoughts Evoked By "Accounting And The New Corporate Law", Ted J. Fiflis
Publications
No abstract provided.
Making America Competitive, Mark J. Loewenstein
Section 902 Is Too Generous, George Mundstock
From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch
From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch
All Faculty Scholarship
On October 16, 1992, after a comprehensive review of its system of proxy regulation and after two separate amendment proposals that drew more than 1700 letters of comment from the public, the Securities and Exchange Commission (the "Commission" or the "SEC") voted to reform the federal proxy rules. The reforms were "intended to facilitate shareholder communications and to enhance informed proxy voting, and to reduce the cost of compliance with the proxy rules for all persons engaged in a proxy solicitation.' The SEC explained the amendments by stating that the rules were "impeding shareholder communication and participation in the corporate …
As Time Goes By: New Questions About The Statute Of Limitations For Rule 10b-5, Jill E. Fisch
As Time Goes By: New Questions About The Statute Of Limitations For Rule 10b-5, Jill E. Fisch
All Faculty Scholarship
In this Article. Professor Fisch examines the history and legacy of Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilberston, the controversial 1991 Supreme Court decision that established a federal statute of limitations for private causes of action brought under Rule 10b-5. In Part I Professor Fisch reviews the history of the 10b-5 statute of limitations prior to LampE Part II then analyzes both the issues resolved and questions raised by Lampf. Part III traces the congressional reaction to Lampf that culminated in the addition of section 27A to the Securities Act of 1934. In Part IV, Professor Fisch concludes by …