Law Commons^™

Selected Tax Issues For Pass-Through Entities, Charles H. Egerton, Samuel P. Starr

William & Mary Annual Tax Conference

No abstract provided.

Family Businesses: Using Llcs And S Corporations, Samuel P. Starr, Jay M.L. Payne

William & Mary Annual Tax Conference

No abstract provided.

All In The Family (Partnership), Charles H. Egerton

William & Mary Annual Tax Conference

No abstract provided.

Planning For The Purchase Or Sale Of A Corporate Business Federal Tax Aspects, Peter L. Faber

William & Mary Annual Tax Conference

No abstract provided.

A Practical Guide To The Tax Consequences Of Disposing Of A Partnership (Or Llc) Business, Richard M. Lipton, John T. Thomas

William & Mary Annual Tax Conference

No abstract provided.

A Critique Of The Second Circuit's Analysis Of New York And New Jersey Joint Venture Law In Arditi V. Dubitzky And Sagamore Corp. V. Diamond West Energy Corp, Robert E. Steinbuch

Faculty Scholarship

No abstract provided.

Risky Business, Michael S. Baram

Faculty Scholarship

In prior studies by high-level commissions, emphasis was given to improving the scientific basis and institutional procedures for risk assessment and risk regulation within existing statutory frameworks. Recommendations have led to slow but steady progress. This study is considerably different. It emphasizes a public health approach for efficient use of resources in a new flexible framework for risk management, reductionist approaches to risk assessment and characterization, increased public involvement, and various methods for managing such public involvement. It provides a mix of aspirations and concepts, procedures, and "shop floor rules" for putting the new system of risk management into practice. …

Corporate Natural Law: The Dominance Of Justice In A Codified World, Stuart R. Cohn

UF Law Faculty Publications

One tends to think of corporate law as quite formalistic, bound by corporate statutes, articles of incorporation, bylaws, and customary rules of commercial conduct. While many aspects of corporate law are indeed so rule-bound, the truth is that the major issues facing directors, officers and shareholders, ranging from fiduciary duties to minority rights, are generally determined by much more amorphous principles of equity. Hence the notion of “corporate natural law.”

Lmo's: Treasure Chest Or Pandora's Box, Michael S. Baram

Faculty Scholarship

Biotechnology is beginning to trans- A form agriculture across the globe. After thousands of years of traditional plant and animal breeding, and centuries of mechanization and chemical application, genetic research has opened a Pandora's box of living modified organisms (LMOs) designed to improve the productivity and efficiency of commercial agriculture. A multitude of transgenic crops and animals is now being introduced into commerce by biotechnology companies, and b nations are puzzling out how to appropriate the benefits and manage the risks.

American biotechnology companies and agencies are the leading proponents of using LMOs. They claim that two decades of costly …

Cooperative Implementation Of Federal Regulations, Douglas C. Michael

Law Faculty Scholarly Articles

Professor Michael examines regulatory programs in which the federal government leaves many compliance decisions up to the regulated entities themselves. Drawing on prior research and theory in the area, he concludes that such "cooperative implementation" is feasible if three principles are observed: (1) regulatory standards are written to leave discretion in methods of compliance and that discretion is within the competence of the regulated entities; (2) there are economic incentives to offset the additional costs to these entities; and (3) the entities self-report their own compliance, the agency closely monitors the program, and the agency maintains a residual program of …

Corporate Governance And Managerial Incompetence: Lessons From Kmart, D. Gordon Smith

Faculty Scholarship

Modern corporate governance scholars often extol an activist role by institutional investors in directing corporate activity. Widely viewed as a solution to the collective action problems that inhibit such activism by individual investors, institutional investors are praised for adding value to corporations through their participation in the decision making process. The ouster of Joseph Antonini as Chief Executive Officer of Kmart Corporation in 1995 might be taken as a vindication of this view, because substantial evidence indicates that institutional investors played a crucial role in influencing Kmart's board of directors to remove him. In this Article, Professor Smith challenges this …

The Contested Role Of The Civil Jury In Business Litigation, Valerie P. Hans

Cornell Law Faculty Publications

According to a recent study, several of the most frequent criticisms of the jury in business cases--that it is pro-plaintiff, that its decisions are based more on sympathy and prejudice than facts, and that it focuses on the defendant's deep pockets--appear to be unfounded.

The Role Of The Corporate Attorney Within The Takeover Context: Loyalties To Whom, Miriam Baer

Faculty Scholarship

No abstract provided.

Resolving The Subsidiary Director's Dilemma, Eric J. Gouvin

Faculty Scholarship

Although subsidiaries play a significant role in our economy, surprisingly little has been written about the duties of their directors. Despite widespread acceptance of holding companies as commonplace business entities, several legal problems inherent in the holding company form of ownership remain unresolved. Holding companies raise legal dilemmas for subsidiary directors that are easier to ignore than to resolve. This Article examines the subsidiary director's dilemma and demonstrates that traditional models of corporate structure are not adequate for the subsidiary-parent situation. The Author argues that the law should recognize the special relationship between a parent and its subsidiary and adopt …

California's New Limited Liability Company Act: A Look At The Good, The Bad, And The Ambiguous, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.

The Absence Of Cross-Cultural Communication: Sec Mandatory Disclosure And Foreign Corporate Governance, James A. Fanto

Faculty Scholarship

No abstract provided.

Fiduciary Duties Of Bidder Directors In The Context Of Tender Offers - Fair Play In A War, Henning Bernd C. Lowe

LLM Theses and Essays

When discussing mergers and acquisitions, most of the focus is given to whether the board of directors of the target company has a right of “self-defense” to stay independent. However, this thesis focuses on the other side of the transaction and seeks to determine whether the bidder in making a tender offer is acting unlawfully. Since a director has unlimited personal liability for a breach of his or her fiduciary duties, the question of whether a takeover-bid can be a breach of a director’s fiduciary duty is of great importance, yet little literature and no case law are devoted to …

Agent’S Knowledge In An Era Of Corporate Restructuring: Imputation, Liability And Protection, Beate Buescher

LLM Theses and Essays

Agents of partnerships and corporations often acquire important and secret incoming and outgoing information. Protecting this information becomes especially critical during corporate restructuring. In this paper, the author reviews current agency law, fiduciary duties, liability, and mechanisms utilized by companies to prevent the disclosure of confidential information and discusses the inadequacies of these traditional protections in current business realities. Specific examples of disclosing confidential information and trade secrets are provided. Also, the author critiques both long-term measures, such as improvement of the structural reorganization process and the development of a new business ethic, as well as short-term methods, like the …

Control And The Partly Owned Corporation: A Preliminary Inquiry Into Shared Control, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.

The Continuity Of The Enterprise Doctrine: Corporate Successorship In United States Law, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.

Increasing Recognition Of Enterprise Principles In Determining Parent And Subsidiary Corporation Liabilities, The, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.

Customary International Law And State Taxation Of Corporate Income: The Case For The Separate Accounting Method, Chantal Thomas

Cornell Law Faculty Publications

No abstract provided.

The Conundrum Of Corporate Liability: Seeking A Consistent Approach To The Constitutional Rights Of Corporations In Criminal Prosecutions, Peter J. Henning

Law Faculty Research Publications

No abstract provided.

Reflections On Executive Compensation And A Modest Proposal For (Further) Reform, Mark J. Loewenstein

Publications

No abstract provided.

On Being A Muslim Corporate Lawyer, Azizah Y. Al-Hibri

Law Faculty Publications

It appears to me that religion subconsciously informs our individual professional practice and that a non-humanitarian form of secularism has quietly shaped our corporate laws. The attendant dissonance causes severe dissatisfaction, and at times even disfunction, in our society. The claim that our present corporate laws are imbued with a non-humanist secularist perspective deserves closer examination from a religious vantage point. Given our constitutional guarantees, our present legal structure appears to place undue burdens on persons of faith in this country. A more just balance between religious and various forms of secular perspectives is, I submit, a worthy goal for …

A Reliance Damages Approach To Corporate Lockups, David A. Skeel Jr.

All Faculty Scholarship

No abstract provided.

Fired Employees And/Or Frozen-Out Shareholders (An Essay), Deborah A. Schmedemann

Faculty Scholarship

The thesis of this essay can be stated as follows: Shareholder-employees should be able to recover for loss of employment, within the cause of action provided by corporate law, where the termination violates public law, breaches the agreement among the shareholders, or is unsupported by legitimate business purposes. In Part II, this essay presents the employment model, including the paradigm of employment that the law builds on, the starting premise of employment law, the roles of private and public law, and the remedies afforded for violations of an employee's rights. In Part III, this essay develops the corporate model, discussing …

Getting Out Of Business: Tax Costs And Opportunities In Exiting A Closely Held Business, Denise D. J. Roy

Faculty Scholarship

The primary purpose of this article is to encourage closely held business owners and their lawyers to consider exit costs, opportunities and strategies when making the initial choice-of-entity decision. A secondary purpose is to provide information about tax consequences and exit strategies useful to owners of businesses that are already up and running, whether in drafting a buy-sell agreement or planning for a specific transaction. Therefore, the article begins by comparing the major tax consequences of exiting the alternative entity types available to closely held businesses for tax purposes--C corporations, S corporations and partnerships. Part II of this article provides …

Antitrust Balancing In A (Near) Coasean World: The Case Of Franchise Tying Contracts, Alan J. Meese

Faculty Publications

No abstract provided.

F. Hodge O'Neal Corporate And Securities Law Symposium: Path Dependence And Comparative Corporate Governance, Ronald J. Mann, Curtis J. Milhaupt

Faculty Scholarship

The study of institutions, and particularly the study of institutions that societies use to govern business enterprises, is at a point of transition. In the last two or three decades, scholars focusing on economic principles to define appropriate legal rules and corporate institutions rose up to challenge the traditional orthodoxy of corporate governance found in the Berle and Means corporation.

One of the most exciting trends in the literature rests upon the "increasing marginal returns" school of economics associated with Brian Arthur and the Santa Fe Institute. The traditional neoclassical economic theory of production, familiar from decades of undergraduate and …