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Business Organizations Law

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1997

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Articles 1 - 30 of 51

Full-Text Articles in Law

Llcs And Llps, Allan G. Donn Dec 1997

Llcs And Llps, Allan G. Donn

William & Mary Annual Tax Conference

No abstract provided.


Planning For The Operation Of Pass Through Entities, Allan G. Donn Dec 1997

Planning For The Operation Of Pass Through Entities, Allan G. Donn

William & Mary Annual Tax Conference

No abstract provided.


Simplified Entity Classification Under The Final Check-The-Box Regulations, Roger F. Pillow, John G. Schmalz, Samuel P. Starr Dec 1997

Simplified Entity Classification Under The Final Check-The-Box Regulations, Roger F. Pillow, John G. Schmalz, Samuel P. Starr

William & Mary Annual Tax Conference

No abstract provided.


Planning For The Operation Of Pass Through Entities, Samuel P. Starr Dec 1997

Planning For The Operation Of Pass Through Entities, Samuel P. Starr

William & Mary Annual Tax Conference

No abstract provided.


S Corporations, Samuel P. Starr Dec 1997

S Corporations, Samuel P. Starr

William & Mary Annual Tax Conference

No abstract provided.


S Corporations, Bryan P. Collins Dec 1997

S Corporations, Bryan P. Collins

William & Mary Annual Tax Conference

No abstract provided.


The American Corporation In The Twenty-First Century: Future Forms Of Structure And Governance, Azizah Y. Al-Hibri Dec 1997

The American Corporation In The Twenty-First Century: Future Forms Of Structure And Governance, Azizah Y. Al-Hibri

Law Faculty Publications

This article focuses on corporate governance issues as they relate to the new technological developments and the issue of leapfrogging. I examine various theories about the new technologies and the changes in corporate governance that they may necessitate. I then assess and critique these theories in light of historical and other data. I suggest that our very concept of the corporation will be transformed by the Information Age. I also offer my own view as to the optimal forms of corporate governance that can equip American corporations with sufficient tools to win the accelerating competition anticipated for the next century ...


Asset Securitization And Corporate Risk Allocation, Christopher W. Frost Nov 1997

Asset Securitization And Corporate Risk Allocation, Christopher W. Frost

Law Faculty Scholarly Articles

Asset securitization is a financial innovation in which corporations sell financial assets to a specially formed entity that in turn taps financial markets for the purchase price. The device provides firms an alternative to raising capital through traditional debt and equity markets. Practitioners of the approach tout securitization as a means through which a firm can lower its overall cost of capital by limiting the risk facing investors in the securitized assets. Commentators have described asset securitization as "one of the most important financing vehicles in the United States." Interest in the device is increasing dramatically as more companies see ...


Class Action Reform, Qui Tam, And The Role Of The Plaintiff, Jill E. Fisch Oct 1997

Class Action Reform, Qui Tam, And The Role Of The Plaintiff, Jill E. Fisch

Faculty Scholarship at Penn Law

No abstract provided.


Is Chapter 11 Too Favorable To Debtors? Evidence From Abroad, Theodore Eisenberg, Stefan Sundgren Sep 1997

Is Chapter 11 Too Favorable To Debtors? Evidence From Abroad, Theodore Eisenberg, Stefan Sundgren

Cornell Law Faculty Publications

Chapter 11 is widely believed to be among the industrialized world's most debtor-oriented reorganization laws. Critics assert that Chapter 11 is too easily available and that it allows debtors too much control by, inter alia, not requiring appointment of a trustee. One criticism of Chapter 11, low returns to unsecured creditors, resonates with an important theme of this Symposium, the Bebchuk-Fried proposal to reduce secured creditor priority in insolvency proceedings. The Chapter 11 criticisms and the Bebchuk-Fried proposal raise the question whether less easy access to Chapter 11, reduced debtor control, diminished secured creditor priority, or other changes could ...


Cadwalader, Rupa And Fiduciary Duty, Donald J. Weidner Jun 1997

Cadwalader, Rupa And Fiduciary Duty, Donald J. Weidner

Scholarly Publications

No abstract provided.


The Proper Role Of The Estate And Gift Taxation Of Closely Held Businesses, Eric D. Chason, Robert T. Danforth Apr 1997

The Proper Role Of The Estate And Gift Taxation Of Closely Held Businesses, Eric D. Chason, Robert T. Danforth

Faculty Publications

The authors argue that the goals of estate and gift taxation are not served by taxing closely held businesses when the recipient of the business actively participates in its operation. Further, the authors suggest that taxing closely held businesses tends to harm capital production. The authors propose an approach to estate and gift taxation that encourages productive behavior by the recipients of wealth.


Piercing Piercing: An Attempt To Lift The Veil Of Confusion Surrounding The Doctrine Of Piercing The Corporate Veil, Franklin A. Gevurtz Jan 1997

Piercing Piercing: An Attempt To Lift The Veil Of Confusion Surrounding The Doctrine Of Piercing The Corporate Veil, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.


An Inquiry Into The Efficiency Of The Limited Liability Company: Of Theory Of The Firm And Regulatory Competition, William W. Bratton, Joseph A. Mccahery Jan 1997

An Inquiry Into The Efficiency Of The Limited Liability Company: Of Theory Of The Firm And Regulatory Competition, William W. Bratton, Joseph A. Mccahery

Faculty Scholarship at Penn Law

No abstract provided.


Shareholder Enforced Market Discipline: How Much Is Too Much?, Eric J. Gouvin Jan 1997

Shareholder Enforced Market Discipline: How Much Is Too Much?, Eric J. Gouvin

Faculty Scholarship

This Article considers the federal banking regulation regime implemented in response to the widespread bank failures of the 1980s and early 1990s. The first section of the Article examines the moral hazard problem created by the presence of the deposit insurance scheme and the market discipline debate that has attempted to correct the moral hazard problem. The Author argues that the law has evolved to make bank holding companies the primary enforcers of market discipline. The Article’s second section examines the specific regulatory changes that have been designed to create an incentive for bank holding companies to impose discipline ...


Freedom Of Contract, Fiduciary Duties, And Partnerships: The Bargain Principle And The Law Of Agency, J. Dennis Hynes Jan 1997

Freedom Of Contract, Fiduciary Duties, And Partnerships: The Bargain Principle And The Law Of Agency, J. Dennis Hynes

Articles

No abstract provided.


Dividends, Noncontractibility, And Corporate Law, William W. Bratton Jan 1997

Dividends, Noncontractibility, And Corporate Law, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


Saints And Sinners: How Does Delaware Corporate Law Work?, Edward B. Rock Jan 1997

Saints And Sinners: How Does Delaware Corporate Law Work?, Edward B. Rock

Faculty Scholarship at Penn Law

No abstract provided.


Corporate Philanthropy, Executives' Pet Charities And The Agency Problem, Jayne W. Barnard Jan 1997

Corporate Philanthropy, Executives' Pet Charities And The Agency Problem, Jayne W. Barnard

Faculty Publications

No abstract provided.


Tying Meets The New Institutional Economics: Farewell To The Chimera Of Forcing, Alan J. Meese Jan 1997

Tying Meets The New Institutional Economics: Farewell To The Chimera Of Forcing, Alan J. Meese

Faculty Publications

No abstract provided.


What's In A Name: An Argument For A Small Business Limited Liability Entity Statute (With Three Subsets Of Default Rules), Dale A. Oesterle, Wayne M. Gazur Jan 1997

What's In A Name: An Argument For A Small Business Limited Liability Entity Statute (With Three Subsets Of Default Rules), Dale A. Oesterle, Wayne M. Gazur

Articles

The recent proliferation of small business entity forms is primarily a result of their tax characterization. With the recent adoption of the IRS "check-the-box" regulations and, as a consequence, the elimination of traditional tax distinctions, many of these forms have lost their appeal. This article proposes starting over with one form, the "limited liability entity." Part I discusses the history of small business forms. Part II analyzes the current forms in light of the recent check-the- box legislation. Part III discusses the necessity of and rationale behind a unified entity statute. Finally, Part IV outlines a unified limited liability entity ...


A New Direction For State Corporate Codes, Mark J. Loewenstein Jan 1997

A New Direction For State Corporate Codes, Mark J. Loewenstein

Articles

No abstract provided.


Dealing With The Differences In Compensating Corporate Executives And Llc Members, Samuel P. Starr, Joseph Walshe, Jay M. Lyman Payne Jan 1997

Dealing With The Differences In Compensating Corporate Executives And Llc Members, Samuel P. Starr, Joseph Walshe, Jay M. Lyman Payne

William & Mary Annual Tax Conference

No abstract provided.


Fiduciary Duty, Contract, And Waiver In Partnerships And Limited Liability Companies, Richard A. Booth Marbury Research Professor Of Law Jan 1997

Fiduciary Duty, Contract, And Waiver In Partnerships And Limited Liability Companies, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

Among the controversies swirling around the promulgations of new uniform statutes governing partnerships and LLCs is the question whether and to what extend fiduciary duties should be made mandatory or waivable. Although courts and commentators have not traditionally focused on the costs of fiduciary duties, the costs are significant in that such duties may preclude agents from engaging in other legitimate ventures. Indeed, fiduciary duty may be used by those to whom it is owed to prevent competition or extort side benefits form participants. Mandatory duties effectively require participants who may identify multiple business opportunities to overinvest their human capital ...


The Limited Liability Company And The Search For A Bright Line Between Corporations And Partnerships, Richard A. Booth Marbury Research Professor Of Law Jan 1997

The Limited Liability Company And The Search For A Bright Line Between Corporations And Partnerships, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

Despite the potential loss in tax revenue, the Internal Revenue Service (IRS) is making it easier and easier to avoid corporate taxes. Witness the advent of limited liability companies and the proposed "check-the-box" regulations. This article takes a look at the real distinctions between -- and policy supporting -- pass-through and entity level taxation and draws the conclusion that entity level taxation will probably become limited to publicly traded entities only.


Pandora’S Box: Managerial Discretion And The Problem Of Corporate Philanthropy, Faith Stevelman Jan 1997

Pandora’S Box: Managerial Discretion And The Problem Of Corporate Philanthropy, Faith Stevelman

Articles & Chapters

Corporate giving to 501(c)(3) nonprofits (“charities”) is a more curious, varied and interesting phenomenon than commentators have recognized. Such “gifts” can be grouped generally into four categories. First, Giving to executives’ preferred charities represents an alternative form of compensation. Second, corporate philanthropy is often tied to the company’s commercial advertising, as a method of promoting consumer goodwill and sales. Thirdly, some corporate gifts may be motivated by their leaders’ desire to “give back” to the community, as an expression of corporate social responsibility. Finally, corporations may use contributions to politically enabled nonprofits, including think tanks and market-oriented ...


Double Taxation - Treatment Of Corporate Earnings Under American And German Law, Roland Schmidt Jan 1997

Double Taxation - Treatment Of Corporate Earnings Under American And German Law, Roland Schmidt

LLM Theses and Essays

This thesis is going to describe the different ways the United States and Germany deal with the problem of double taxation in the legal context of corporate distributions to its shareholders in the form of dividends. Tax law is particularly one of the areas of laws that are subject to frequent and often substantial changes. This is true for the German as well as for the U.S. tax laws. Since some of the issues being discussed in the United States today in connection with the corporate tax law are similar if not identical to the issues discussed in Germany ...


Oppression Of Minority Shareholders In Close Corporations: The Dissolution And Buy Out Remedies, Alexis Wochenmarkt Jan 1997

Oppression Of Minority Shareholders In Close Corporations: The Dissolution And Buy Out Remedies, Alexis Wochenmarkt

LLM Theses and Essays

To understand the potentially dramatic consequences of oppression in a close corporation it is in the first instance necessary, to outline the specific characteristics of these corporations. This thesis concentrates on the peculiarities of close corporations. Most states enacted "oppression" as a generic ground for remedial action. This study evaluates the different standards emphasizing reasonable expectations. Reasonable expectations if properly limited appears to be an efficient tool to measure oppression. In other jurisdictions, mainly where oppression is not available as a ground for dissolution, courts encountered the needs of close corporations by enhancing the owed fiduciary duties. Thus, in some ...


The Unanimity Norm In Delaware Corporate Law, David A. Skeel Jr. Jan 1997

The Unanimity Norm In Delaware Corporate Law, David A. Skeel Jr.

Faculty Scholarship at Penn Law

No abstract provided.


Taking Boards Seriously, Jill E. Fisch Jan 1997

Taking Boards Seriously, Jill E. Fisch

Faculty Scholarship at Penn Law

No abstract provided.