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Business Organizations Law

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1996

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Articles 1 - 30 of 48

Full-Text Articles in Law

Selected Tax Issues For Pass-Through Entities, Charles H. Egerton, Samuel P. Starr Dec 1996

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 Dec 1996

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 Dec 1996

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 Dec 1996

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 Dec 1996

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 Political Economy Of The Business Judgment Rule In Banking: Implications For Corporate Law, Patricia A. Mccoy Oct 1996

A Political Economy Of The Business Judgment Rule In Banking: Implications For Corporate Law, Patricia A. Mccoy

Boston College Law School Faculty Papers

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 Oct 1996

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.


Corporate Natural Law: The Dominance Of Justice In A Codified World, Stuart R. Cohn Sep 1996

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.”


Cooperative Implementation Of Federal Regulations, Douglas C. Michael Jul 1996

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 Apr 1996

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 ...


The Contested Role Of The Civil Jury In Business Litigation, Valerie P. Hans Apr 1996

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.


California's New Limited Liability Company Act: A Look At The Good, The Bad, And The Ambiguous, Franklin A. Gevurtz Jan 1996

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.


Increasing Recognition Of Enterprise Principles In Determining Parent And Subsidiary Corporation Liabilities, The, Phillip Blumberg Jan 1996

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

Faculty Articles and Papers

No abstract provided.


The Continuity Of The Enterprise Doctrine: Corporate Successorship In United States Law, Phillip Blumberg Jan 1996

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

Faculty Articles and Papers

No abstract provided.


Control And The Partly Owned Corporation: A Preliminary Inquiry Into Shared Control, Phillip Blumberg Jan 1996

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

Faculty Articles and Papers

No abstract provided.


A Positive Analysis Of The Common Law Of Corporate Fiduciary Duties, Rutheford B. Campbell Jr. Jan 1996

A Positive Analysis Of The Common Law Of Corporate Fiduciary Duties, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The purpose of this Article is to offer a positive analysis of the common law of corporate managers' fiduciary duties. The Article attempts to explain the present shape of these corporate fiduciary duties by reference to Pareto criteria.

A particular state of affairs ("state B") is considered to be Pareto superior to another state of affairs ("state A") if at least one person in state B is better off than he or she is in state A and no one in state B is worse off than he or she is in state A. Since in a move from state ...


The Conundrum Of Corporate Liability: Seeking A Consistent Approach To The Constitutional Rights Of Corporations In Criminal Prosecutions, Peter J. Henning Jan 1996

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.


Antitrust Balancing In A (Near) Coasean World: The Case Of Franchise Tying Contracts, Alan J. Meese Jan 1996

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

Faculty Publications

No abstract provided.


The New Community Reinvestment Act Regulations: An Attempt To Implement Performance-Based Standards, Richard D. Marsico Jan 1996

The New Community Reinvestment Act Regulations: An Attempt To Implement Performance-Based Standards, Richard D. Marsico

Articles & Chapters

On May 4, 1995, the federal banking regulatory agencies published new Community Reinvestment Act (CRA) regulations.' This culminated a process that began nearly two years earlier, in July 1993, when President Clinton called on the agencies to reform the CRA enforcement regime. The goal was to institute a regulatory scheme that emphasized lending performance over process, that was more objective and less subject to arbitrary interpretation, and that reduced unnecessary paperwork.2 With this presidential mandate, the agencies commenced a 21-month odyssey that included seven hearings around the country with more than 250 witnesses, two sets of proposed revisions to ...


Fiduciary Duties Of Bidder Directors In The Context Of Tender Offers - Fair Play In A War, Henning Bernd C. Lowe Jan 1996

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 ...


Agent’S Knowledge In An Era Of Corporate Restructuring: Imputation, Liability And Protection, Beate Buescher Jan 1996

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 ...


Corporate Fiduciary Principles For The Post-Contractarian Era, Rutheford B. Campbell Jr. Jan 1996

Corporate Fiduciary Principles For The Post-Contractarian Era, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The impact of the law and economics movement on legal scholarship, legal analysis, and, ultimately, on the rules under which our society operates is substantial. The proponents of this movement ("Contractarians") articulate their positions skillfully and apply their principles broadly across the entire spectrum of our laws, including, of course, the area of corporate law.

The purpose of this Article is to propose, explain, and defend broad and unifying principles to guide the development of fiduciary duties of corporate managers in the post-Contractarian period. These principles are based on Pareto criteria, which are demonstrably appealing to society and provide workable ...


Resolving The Subsidiary Director's Dilemma, Eric J. Gouvin Jan 1996

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 ...


America's Shifting Fascination With Comparative Corporate Governance, Edward B. Rock Jan 1996

America's Shifting Fascination With Comparative Corporate Governance, Edward B. Rock

Faculty Scholarship at Penn Law

No abstract provided.


The Role Of Convertible Securities In Corporate Finance, George W. Dent Jan 1996

The Role Of Convertible Securities In Corporate Finance, George W. Dent

Faculty Publications

This Article examines theories supporting the use of convertible secyrutues and finds them insufficient even for public companies, to which they are supposed to apply. They fare worse yet for private firms which use convertibles even more frequently. Indeed, no one theory explains all uses of convertibles. Convertibles can reduce agency costs by reconciling differences in risk aversion and diminishing managers' exploitation of investors, but they can also promote managers' interests at the expense of shareholders. The mix of factors varies from case to case. Thus, the role of convertibles proves complex and diverse. After describing convertible securities (part II ...


(Dis)Assembling Rights Of Women Workers Along The Global Assembly Line: Human Rights And The Garment Industry Symposium: Political Lawyering: Conversations On Progressive Social Change, Laura Ho, Catherine Powell, Leti Volpp Jan 1996

(Dis)Assembling Rights Of Women Workers Along The Global Assembly Line: Human Rights And The Garment Industry Symposium: Political Lawyering: Conversations On Progressive Social Change, Laura Ho, Catherine Powell, Leti Volpp

Faculty Scholarship

Some observers would like to explain away sweatshops as immigrants exploiting other immigrants, as "cultural, or as the importation of a form of exploitation that normally does not happen here but occurs elsewhere, in the "Third World." While the public was shocked by the discovery at El Monte, garment workers and garment worker advocates have for years been describing abuses in the garment industry and have ascribed responsibility for such abuses to manufacturers and retailers who control the industry. Sweatshops, like the one in El Monte, are a home-grown problem with peculiarly American roots. Since the inception of the garment ...


The Role Of The Corporate Attorney Within The Takeover Context: Loyalties To Whom, Miriam Baer Jan 1996

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

Faculty Scholarship

No abstract provided.


The Absence Of Cross-Cultural Communication: Sec Mandatory Disclosure And Foreign Corporate Governance, James A. Fanto Jan 1996

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

Faculty Scholarship

No abstract provided.


On Being A Muslim Corporate Lawyer, Azizah Y. Al-Hibri Jan 1996

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 ...


The Ali Principles Of Corporate Governance Compared With Georgia Law - Continued, The Special Contribution, Marjorie F. Knowles, Colin Flannery Jan 1996

The Ali Principles Of Corporate Governance Compared With Georgia Law - Continued, The Special Contribution, Marjorie F. Knowles, Colin Flannery

Faculty Publications By Year

No abstract provided.