Open Access. Powered by Scholars. Published by Universities.®

Law Commons

Open Access. Powered by Scholars. Published by Universities.®

Series

Business Organizations Law

PDF

1998

Institution
Keyword
Publication

Articles 1 - 30 of 44

Full-Text Articles in Law

The Shareholder Primacy Norm, D. Gordon Smith Dec 1998

The Shareholder Primacy Norm, D. Gordon Smith

Faculty Scholarship

Corporate directors have a fiduciary duty to make decisions in the best interests of the shareholders. This aspect of fiduciary duty is often called the shareholder primacy norm. Legal scholars generally assume that the shareholder primacy norm is a major factor considered by boards of directors of publicly traded corporations in making ordinary business decisions and that changing the shareholder primacy norm would have an effect on the substance of those decisions. This Article challenges this view and argues that the shareholder primacy norm was never equipped to mediate conflicts between shareholders and nonshareholder constituencies of a corporation. The origins ...


Impact Of Sales And Use Taxes On Corporate Transactions, Peter L. Faber Dec 1998

Impact Of Sales And Use Taxes On Corporate Transactions, Peter L. Faber

William & Mary Annual Tax Conference

No abstract provided.


S Corporations, Bryan P. Collins Dec 1998

S Corporations, Bryan P. Collins

William & Mary Annual Tax Conference

No abstract provided.


Pass-Through Entity Update, Richard B. Robinson Dec 1998

Pass-Through Entity Update, Richard B. Robinson

William & Mary Annual Tax Conference

No abstract provided.


Venture Capital Contracting In The Information Age, D. Gordon Smith Jul 1998

Venture Capital Contracting In The Information Age, D. Gordon Smith

Faculty Scholarship

Most venture capitalists provide services to their portfolio companies beyond capital investment. Although these services form an important part of the bargain between the venture capitalists and the entrepreneur, they are rarely specified or even capable of specification in venture capital contracts. This article examines the moral hazard and adverse selection problems facing entrepreneurs who hire venture capitalists to provide value-added services and describes the role of the market for venture capitalist reputation in addressing those problems. Further, the Article speculates about whether advances in information technology - specifically, the World Wide Web - are likely to improve the efficiency of the ...


The Search For Global Standards, Jayne W. Barnard Jul 1998

The Search For Global Standards, Jayne W. Barnard

Popular Media

No abstract provided.


Marriage As Partnership, Sanford N. Katz Jul 1998

Marriage As Partnership, Sanford N. Katz

Boston College Law School Faculty Papers

In this essay honoring Professor Mary Ann Glendon, the author discusses the contract of partnerships concept of marriage as it applies to antenuptial agreements, cohabitation contracts, and property settlement agreements, the three contexts about which Professor Glendon has written in her books The New Family and the New Property (1981) and The Transformation of Family Law (1996).


The Three Economies: An Essay In Honor Of Joseph Sax, Zygmunt J.B. Plater Jun 1998

The Three Economies: An Essay In Honor Of Joseph Sax, Zygmunt J.B. Plater

Boston College Law School Faculty Papers

How does one evaluate the important public values and impacts of things that do not have a market price and then integrate them into the fabric of our system of social governance? That question lies within most or all of Joseph Sax's work over the years. The first part of this article represents an attempt to distill some of Joseph Sax's intellectual dimensions, beyond those already chronicled in the comments of other contributors to this symposium, with some linked themes and observations drawn from Sax beyond his writings. The second part, instigated by several of Sax's articles ...


Larger Board Size And Decreasing Firm Value In Small Firms, Theodore Eisenberg, Stefan Sundgren, Martin T. Wells Apr 1998

Larger Board Size And Decreasing Firm Value In Small Firms, Theodore Eisenberg, Stefan Sundgren, Martin T. Wells

Cornell Law Faculty Publications

Several studies hypothesize a relation between board size and financial performance. Empirical tests of the relation exist in only a few studies of large U.S. firms. We find a significant negative correlation between board size and profitability in a sample of small and midsize Finnish firms. Finding a board-size effect for a new and different class of firms affects the range of explanations for the board-size effect.


The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard Apr 1998

The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard

Popular Media

To an American observer, the activities of the Cadbury, Greenbury and Hampel Committees are impressive, if only because so few lawyers seem to be involved. Unlike the US, where improvements in corporate governance can usually be traced to legislation or litigation, British efforts at self-governance offer an attractive, alternative model. The Hampel Report is disappointing, however, in three respects: the report lacks concrete models; its reliance on the AGM as a mechanism of reform is misplaced; and its failure to recognize internal monitoring programs as an essential element of good corporate governance is shortsighted.


Eulogy For Jerome W. Van Gorkom, James J. O'Connor Mar 1998

Eulogy For Jerome W. Van Gorkom, James J. O'Connor

Speeches

The eulogy for Jerome Van Gorkom given by his friend James O'Connor, former CEO of Exelon and a lawyer.

Jerome W. Van Gorkom was, among other things, the U.S. Under Secretary of State for Management from 1982-1983 and the Chief Executive Officer of TransUnion from 1962-1980. He also was a defendant in one of the best known cases on the fiduciary duty of care in the corporate context; the case cite is Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).


Inherent Powers In The Crucible Of Lawyer Self-Protection: Reflections On The Llp Campaign, Charles W. Wolfram Mar 1998

Inherent Powers In The Crucible Of Lawyer Self-Protection: Reflections On The Llp Campaign, Charles W. Wolfram

Cornell Law Faculty Publications



The Impact Of Nsmia On Small Issuers, Rutheford B. Campbell Jr. Feb 1998

The Impact Of Nsmia On Small Issuers, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Small businesses may account for 40% of the business activities in this country, but capital formation rules always have discriminated against small businesses and imposed rules that make it unreasonably difficult for small companies to exploit external sources of capital. NSMIA, through its broad statutory delegation to the SEC of the right to expand the preemption of state blue sky laws, provides a unique opportunity for the Commission to deliver much-needed and much-deserved help to small issuers engaged in capital formation and to finally break the hegemonic hold states have over the rules governing capital formation by small businesses. Society ...


Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas Feb 1998

Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas

Cornell Law Faculty Publications

No abstract provided.


Toward A Practical Estate-Tax Exclusion For Family-Run Businesses: Analysis Of Section 2033a And Proposal For Reform, Eric D. Chason, Robert T. Danforth Jan 1998

Toward A Practical Estate-Tax Exclusion For Family-Run Businesses: Analysis Of Section 2033a And Proposal For Reform, Eric D. Chason, Robert T. Danforth

Faculty Publications

In a previous work appearing in this Journal, the authors proposed an approach to estate and gift taxation that encourages productive behavior by the recipients of wealth. In this Article, the authors analyze, in the context of their earlier work, the new estate-tax exclusion for closely held businesses (section 2033A) created by the Taxpayer Relief Act of 1997. The authors describe the features of a practical family-run business exclusion and conclude that section 2033A, in its present form, fails as a practical exclusion. The authors catalogue those elements of section 2033A that should be retained and propose reforms of those ...


Integrating Alternative Dispute Resolution Into The Bankruptcy Curriculum, Peter C. Alexander, Peter N. Kutulakis, Robert M. Ackerman Jan 1998

Integrating Alternative Dispute Resolution Into The Bankruptcy Curriculum, Peter C. Alexander, Peter N. Kutulakis, Robert M. Ackerman

Law Faculty Research Publications

No abstract provided.


A Contractarian Defense Of Corporate Philanthropy, Margaret M. Blair Jan 1998

A Contractarian Defense Of Corporate Philanthropy, Margaret M. Blair

Vanderbilt Law School Faculty Publications

Statutory and case law make it clear that corporate officers and directors have very wide discretion to direct reasonable amounts of corporate resources toward artistic, educational, and humanitarian causes, even if those causes have only a remote connection (or no obvious connection at all) to the business goals and profitability of the firm. This stance of the law has been defended primarily by reference to an "entity" theory of the firm. By contrast, contractarian legal scholars, who view the corporation in terms of a principal-agent model, with shareholders as principles, and officers and directors as their agents, have argued that ...


Notice And Notification Under The Revised Uniform Partnership Act: Some Suggested Changes, J. Dennis Hynes Jan 1998

Notice And Notification Under The Revised Uniform Partnership Act: Some Suggested Changes, J. Dennis Hynes

Articles

This Article addresses the decision by the drafters of the revised Uniform Partnership Act (1996) (RUPA) to reduce the traditional defenses available to partnerships in apparent authority cases. RUPA eliminated the requirement that apparent authority claims against a partnership be based on the claimant's reasonable expectations. Under RUPA a partnership is liable for a partner's unauthorized act even when the claimant had reason to know the act was unauthorized. A defense based on the claimant's knowledge is effective only when the claimant actually knows--is cognitively aware--that the act was unauthorized. This Article argues that this places an ...


The Corporate Director's Duty Of Oversight, Mark J. Loewenstein Jan 1998

The Corporate Director's Duty Of Oversight, Mark J. Loewenstein

Articles

No abstract provided.


Corporate Democracy -- Not Such A Radical Idea, Carlin Meyer Jan 1998

Corporate Democracy -- Not Such A Radical Idea, Carlin Meyer

Other Publications

No abstract provided.


The Illusions And Realities Of Jurors' Treatment Of Corporate Defendants, Valerie P. Hans Jan 1998

The Illusions And Realities Of Jurors' Treatment Of Corporate Defendants, Valerie P. Hans

Cornell Law Faculty Publications

Business leaders have voiced the opinion that they are often victimized by civil juries, who rule against them more on the basis of deep-seated hostility to business than on the grounds of actual negligence. Claims that the jury engages in undeservedly negative treatment of the business corporation have been central to heated debate over the role of the jury and its place in an alleged litigation crisis, which in turn has fueled tort reform efforts across the nation. This Article contrasts the illusions and realities of jurors' treatment of corporate defendants in civil litigation.

In this Article, I argue that ...


The Interpretation Of The Remedial Provisions Of The Cisg, Evelina Wilhelmina Innocentia Visser Jan 1998

The Interpretation Of The Remedial Provisions Of The Cisg, Evelina Wilhelmina Innocentia Visser

LLM Theses and Essays

The drafting process of the most successful international uniform law of the last decades, the 1980 United Nations Convention on the International Sale of Goods (CISG) reflected that in order to become a set of "well-balanced subsidiary rules," international uniform must be drafted and implemented carefully. It is essential that an international uniform law is adapted to diverse cultures. The different needs and demands of the varied socio-economic systems and legal structures, perceptions, procedures, and cultures of the distinct legal systems of this world are a main and omnipresent consideration and must be capable of absorbing the unified law. Either ...


Debt Instruments' Tax Treatment In Corporate Mergers And Acquisitions, Tae Oon Jang Jan 1998

Debt Instruments' Tax Treatment In Corporate Mergers And Acquisitions, Tae Oon Jang

LLM Theses and Essays

The increase of merger and acquisition(M&A) activity since 1992 has resulted mainly from a domestic economic recovery. The current M&A trend shows that M&A is still an important means of enhancing many corporations' competitive power and of stimulating growth in such areas as computer software and services, wholesale and distribution, miscellaneous services, banking and finance, and leisure and entertainment. Fundraising for mezzanine-fund financing, which reflects investors' foresight about current and future M&A trends, has also seen rapid growth. After the Tax Reform Act of 1986 and the repeal of the General Utilities doctrine, the elimination ...


Domestic Subsidies Under The Wto Agreement On Subsidies And Countervailing Measures And Their Treatment In Section 771 Of The Tariff Act Of 1930, Cecil Carl-Erich Kramer Jan 1998

Domestic Subsidies Under The Wto Agreement On Subsidies And Countervailing Measures And Their Treatment In Section 771 Of The Tariff Act Of 1930, Cecil Carl-Erich Kramer

LLM Theses and Essays

Governments provide subsidies for a variety of reasons and they are an important tool "to promote important objectives of national policy. The Organization for Economic Co-operation and Development (OECD) is comprised of industrialized countries, all of which are Members of the OECD Convention also have shown a steady rise in the provision of subsidies. The policy behind the fact that subsidies are addressed in international agreements is that they create a distortion in international trade and that they can quickly and destructively spread from nation to nation. They create a disparity between the actual costs incurred in producing a particular ...


Path Dependent Inefficiency In The Corporate Contract: The Uncertain Case With Less Certain Implications, Frederick Lambert Jan 1998

Path Dependent Inefficiency In The Corporate Contract: The Uncertain Case With Less Certain Implications, Frederick Lambert

Faculty Scholarship

No abstract provided.


Tapping Rainy Day Funds For The Reluctant Entrepreneur: Downsizing, Paternalism, And The Internal Revenue Code, Edward J. Gac, Wayne M. Gazur Jan 1998

Tapping Rainy Day Funds For The Reluctant Entrepreneur: Downsizing, Paternalism, And The Internal Revenue Code, Edward J. Gac, Wayne M. Gazur

Articles

No abstract provided.


Corporate Judgement Proofing: A Response To Lynn Lopucki's 'The Death Of Liability', James J. White Jan 1998

Corporate Judgement Proofing: A Response To Lynn Lopucki's 'The Death Of Liability', James J. White

Articles

In "The Death of Liability" Professor Lynn M. LoPucki argues that American businesses are rendering themselves judgment proof.- Using the metaphor of a poker game, Professor LoPucki claims American businesses are increasingly able to participate in the poker game without putting "chips in the pot." He argues that it has become easier for American companies to play the game without having chips in the pot because of the ease with which a modern debtor can grant secured credit, because of the growth of the peculiar form of sale known as asset securitization, because foreign havens for secreting assets are now ...


Investor Education, Securities Disclosure, And The Creation And Enforcement Of Corporate Governance And Firm Norms, James A. Fanto Jan 1998

Investor Education, Securities Disclosure, And The Creation And Enforcement Of Corporate Governance And Firm Norms, James A. Fanto

Faculty Scholarship

No abstract provided.


The Role Of Corporate Law In The Adaptation Of French Enterprise, James A. Fanto Jan 1998

The Role Of Corporate Law In The Adaptation Of French Enterprise, James A. Fanto

Faculty Scholarship

No abstract provided.


The Role Of Corporate Law In French Corporate Governance, James A. Fanto Jan 1998

The Role Of Corporate Law In French Corporate Governance, James A. Fanto

Faculty Scholarship

No abstract provided.