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Business Organizations Law

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2002

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Full-Text Articles in Law

Regulation Of The Global Marketplace For The Sake Of Health, Marion Danis, Amy J. Sepinwall Dec 2002

Regulation Of The Global Marketplace For The Sake Of Health, Marion Danis, Amy J. Sepinwall

Legal Studies and Business Ethics Papers

Mounting evidence suggests that socioeconomic status is a determinant of health. As nations around the globe increasingly rely on market-based economies, the corporate sector has come to have a powerful influence on the socioeconomic gradient in most nations and hence upon the health status of their populations. At the same time, it has become more difficult for any one nation to influence corporate activities, given the increasing ease with which corporations relocate their operations from country to country. As a result of all of these factors, nations wishing to assure the health of their populations will need to both involve ...


Do Antitakeover Defenses Decrease Shareholder Wealth? The Ex Post/Ex Ante Valuation Problem, Lynn A. Stout Dec 2002

Do Antitakeover Defenses Decrease Shareholder Wealth? The Ex Post/Ex Ante Valuation Problem, Lynn A. Stout

Cornell Law Faculty Publications

Over the past two decades, academics have generated a large empirical literature examining whether antitakeover defenses like poison pills or staggered board provisions decrease the wealth of shareholders in target corporations. Many studies, however, rely primarily on ex post analysis-they consider only how antitakeover defenses (ATDs) influence shareholder wealth after the corporation has been formed and, in some cases, long after the ATD was adopted. This Response argues that it may be impossible to fully understand the purpose or effects of ATDs without also considering their ex ante effects. In particular, ATDs may increase net target shareholder wealth ex ante ...


One Nation Among Many: Policy Implications Of Cross-Border Tax Arbitrage, Diane M. Ring Dec 2002

One Nation Among Many: Policy Implications Of Cross-Border Tax Arbitrage, Diane M. Ring

Boston College Law School Faculty Papers

Cross-border tax arbitrage arises where a transaction is subject to two or more countries’ differing tax regimes. Conflicts between the tax rules create unique opportunities for the parties to engage in profitable tax planning – opportunities that would not be available if the transaction occurred entirely domestically in one of the countries. These opportunities have been a growing feature of the multi-jurisdictional business world and have raised issues concerning whether and how countries, such as the United States, should respond. This Article examines cross-border tax arbitrage in the context of both domestic tax policy and of other international tax issues, and ...


Buy-Sell Agreements And Nontax Issues In Planning For Business Succession, Farhad Aghdami Nov 2002

Buy-Sell Agreements And Nontax Issues In Planning For Business Succession, Farhad Aghdami

William & Mary Annual Tax Conference

No abstract provided.


Employee Benefits Issues In Purchase And Sale Of Privately Held Business, Andrea L. O'Brien Nov 2002

Employee Benefits Issues In Purchase And Sale Of Privately Held Business, Andrea L. O'Brien

William & Mary Annual Tax Conference

No abstract provided.


Uses Of Life Insurance For The Closely-Held Business, Mary Anne Mancini Nov 2002

Uses Of Life Insurance For The Closely-Held Business, Mary Anne Mancini

William & Mary Annual Tax Conference

No abstract provided.


Choosing A Business Entity For The 21st Century, Samuel P. Starr, Thomas P. Rohman, L. Michael Gracik Jr. Nov 2002

Choosing A Business Entity For The 21st Century, Samuel P. Starr, Thomas P. Rohman, L. Michael Gracik Jr.

William & Mary Annual Tax Conference

No abstract provided.


Exit Strategies For Owners Of Privately Held Businesses, R. Marshall Merriman Jr., Arthur E. Cirulnick, Paul H. Wilner Nov 2002

Exit Strategies For Owners Of Privately Held Businesses, R. Marshall Merriman Jr., Arthur E. Cirulnick, Paul H. Wilner

William & Mary Annual Tax Conference

No abstract provided.


Enron And The Corporate Lawyer: A Primer On Legal And Ethical Issues, Roger C. Cramton Nov 2002

Enron And The Corporate Lawyer: A Primer On Legal And Ethical Issues, Roger C. Cramton

Cornell Law Faculty Publications

The stunning collapse of Enron, coupled with the large number of accounting irregularities and apparent corporate fraud, have created a climate in which reform and improvement of the law governing corporate lawyers is underway. The ABA Task Force on Corporate Responsibility has issued a preliminary report that recommends promising changes in the rules of professional conduct. And, the Corporate Reform Act of 2002 has changed the landscape by authorizing the SEC to promulgate rules of professional conduct for securities lawyers and directing the SEC to issue a rule requiring securities lawyers to climb the corporate ladder to prevent or rectify ...


The Sarbanes-Oxley Yawn: Heavy Rhetoric, Light Reform (And It Might Just Work)., Lawrence A. Cunningham Nov 2002

The Sarbanes-Oxley Yawn: Heavy Rhetoric, Light Reform (And It Might Just Work)., Lawrence A. Cunningham

Boston College Law School Faculty Papers

A thorough examination of the much ballyhooed Sarbanes-Oxley Act reveals dominantly a federal codification of extant rules, regulations, practices, and norms. Despite advertising it as "the most far-reaching reforms of American business practices since the time of FDR," a soberly apolitical view sees the Act as more sweep than reform. Important are provisions calling for nine studies; redundant but much publicized were the certification requirements imposed during the summer of 2002; other moves are mere patchwork responses to precise transgressions present in the popularized scandals. The Act is far from trivial, however. A silver bullet relates to the structure and ...


Bad And Not-So-Bad Arguments For Shareholder Primacy, Lynn A. Stout Jul 2002

Bad And Not-So-Bad Arguments For Shareholder Primacy, Lynn A. Stout

Cornell Law Faculty Publications

In 1932, the Harvard Law Review published a debate between two preeminent corporate scholars on the subject of the proper purpose of the public corporation. On one side stood the renowned Adolph A. Berle, coauthor of the classic The Modern Corporation and Private Property. Berle argued for what is now called "shareholder primacy"—the view that the corporation exists only to make money for its shareholders. According to Berle, "all powers granted to a corporation or to the management of a corporation, or to any group within the corporation. . . [are] at all times exercisable only for the ratable benefit of ...


For Haven's Sake: Reflections On Inversion Transactions, Reuven S. Avi-Yonah Jun 2002

For Haven's Sake: Reflections On Inversion Transactions, Reuven S. Avi-Yonah

Articles

This article discusses “inversion” transactions, in which a publicly traded U.S. corporation becomes a subsidiary of a newly established tax haven parent corporation. In the last three years, an increasing number of these transactions have been taking place, undeterred by the shareholderlevel tax imposed by the IRS on them in 1994. The article first discusses the reasons for the increasing popularity of the transactions and the tax goals they aim at achieving (primarily avoiding subpart F and U.S. earnings stripping). The article then discusses the tax policy implications of these transactions. In the short run, the article suggests ...


Secured Debt And The Likelihood Of Reorganization, Clas Bergström, Theodore Eisenberg, Stefan Sundgren May 2002

Secured Debt And The Likelihood Of Reorganization, Clas Bergström, Theodore Eisenberg, Stefan Sundgren

Cornell Law Faculty Publications

Theory suggests that secured creditors may increasingly oppose a debtor’s reorganization as the value of their collateral approaches the amount of their claims. If reorganization occurs and the value of the firm appreciates, the secured creditor receives only part of the gain. But if the firm’s value depreciates, the secured creditor bears all of the cost. Secured claimants, thus, often have more to lose than to gain in reorganizations. This study of Finnish reorganizations filed in districts that account for most of the country’s reorganizations finds that creditor groups most likely to be well-secured are most likely ...


The Globalization Of Corporate And Securities Law: An Introduction To A Symposium, And An Essay On The Need For A Little Humility When Exporting One's Corporate Law, Franklin A. Gevurtz Jan 2002

The Globalization Of Corporate And Securities Law: An Introduction To A Symposium, And An Essay On The Need For A Little Humility When Exporting One's Corporate Law, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.


Doing Well While Doing Good: Reassessing The Scope Of Directors' Fiduciary Obligations In For-Profit Corporations With Non-Shareholder Beneficiaries, Lisa M. Fairfax Jan 2002

Doing Well While Doing Good: Reassessing The Scope Of Directors' Fiduciary Obligations In For-Profit Corporations With Non-Shareholder Beneficiaries, Lisa M. Fairfax

Faculty Scholarship

This article explores corporate fiduciary duties in the context of for-profit companies that operate in traditionally non-profit spheres. The rise in “privatization”—a conversion from certain businesses being operated by nonprofit and government entities to operation by for-profit companies—has sparked considerable opposition, particularly when it occurs within industries that deliver some societal good such as health care or education. Opponents claim that for-profit companies cannot pay heed to their social or charitable commitments because they must focus on generating profits. In a related debate, many corporate scholars disagree about the proper aim of the corporation—with some insisting that ...


The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax Jan 2002

The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax

Faculty Scholarship

This Article argues that, instead of dramatically altering the responsibilities of corporate officers and directors, Sarbanes-Oxley confirms at least some case law and other recent articulations of management’s fiduciary duty. At a minimum, recent allegations regarding corporate misconduct may suggest some degree of confusion on the pat of corporate officers and directors about the manner in which they should comply with their fiduciary duty. By requiring more exacting standards of conduct from these corporate agents, Sarbanes-Oxley may not only clear up that confusion, but also may represent a natural extension of recent pronouncements by Delaware courts, the SEC and ...


Asserting Human Rights Against Multinational Corporations Under United States Law: Conceptual And Procedural Problems, Phillip Blumberg Jan 2002

Asserting Human Rights Against Multinational Corporations Under United States Law: Conceptual And Procedural Problems, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.


Corporate Ownership Structure And The Evolution Of Bankruptcy Law: Lessons From The United Kingdom, John Armour, Brian R. Cheffins, David A. Skeel Jr. Jan 2002

Corporate Ownership Structure And The Evolution Of Bankruptcy Law: Lessons From The United Kingdom, John Armour, Brian R. Cheffins, David A. Skeel Jr.

Faculty Scholarship at Penn Law

No abstract provided.


Reciprocal Fairness, Strategic Behavior & Venture Survival: A Theory Of Venture Capital-Financed Firms, Manuel A. Utset Jan 2002

Reciprocal Fairness, Strategic Behavior & Venture Survival: A Theory Of Venture Capital-Financed Firms, Manuel A. Utset

Scholarly Publications

No abstract provided.


The Sec's Suspension And Bar Powers In Perspective, Jayne W. Barnard Jan 2002

The Sec's Suspension And Bar Powers In Perspective, Jayne W. Barnard

Faculty Publications

Enron has brought about demands from many quarters to grant the Securities and Exchange Commission (SEC) new powers. Among the powers the SEC now seeks is the power to bar or suspend securities law violators from serving as an oflicer or director of any public company. Currently, the law assigns this power only to federal district courts. In this Essay, Professor Barnard traces the history of the current law; examining why Congress has expressly withheld suspension and bar powers from the SEC. She then argues that the courts have exercised their suspension and bar powers wisely, and that recent developments ...


Getting Real About Corporate Social Responsibility: A Reply To Professor Greenfield, Franklin A. Gevurtz Jan 2002

Getting Real About Corporate Social Responsibility: A Reply To Professor Greenfield, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.


Financing Public Health Through Nonprofit Conversion Foundations, Christopher W. Frost Jan 2002

Financing Public Health Through Nonprofit Conversion Foundations, Christopher W. Frost

Law Faculty Scholarly Articles

Protection and promotion of the public's health are typically thought of as governmental responsibilities. Certainly, the core functions of responding to contagious diseases through quarantine, vector control, mandatory reporting, mandatory immunizations, and other coercive measures require governmental power. Historically, public health has been defined by governmental response to immediate threats to the health of the population.

As our view of the public's health expands to take into account broader measures, however, so too can we expand our view of the kinds of institutions that serve to promote the public's health. Most commentators agree that public health is ...


Form And Function In Business Organizations, Richard A. Booth Marbury Research Professor Of Law Jan 2002

Form And Function In Business Organizations, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

In this piece, I argue that the recent proliferation of forms of business organizations in addition to the traditional partnership and corporation may have arisen from the implicit recognition that various organizations may serve needs of business people in different types of businesses, and that traditional theory of the firm explanations are too narrowly focused on market failure explanations for firm formation. I identify at least five different factors that may motivate people to form a business organization and discuss how these different factors may militate in favor of one business form rather than another. I conclude that the collections ...


Deal Protection Provisions In The Last Period Of Play , Sean J. Griffith Jan 2002

Deal Protection Provisions In The Last Period Of Play , Sean J. Griffith

Faculty Scholarship

The ability to protect mergers is important to both targets and acquirors. A series of recent Chancery Court decisions, however, challenges the validity of deal protection provisions in merger agreements and threatens the stability of Delaware's established change of control paradigm. This article argues that last period concerns animate the Chancery Court's decisions and finds, in the last period problem, a theoretical principle capable of harmonizing these decisions with existing jurisprudence and providing a coherent approach to the practical problems raised by deal protection provisions.


"Apparent Servants" And Making Appearances Matter: A Critique Of Bagot V. Airport & Airline Taxi Cab Corporation, Daniel S. Kleinberger, Peter B. Knapp Jan 2002

"Apparent Servants" And Making Appearances Matter: A Critique Of Bagot V. Airport & Airline Taxi Cab Corporation, Daniel S. Kleinberger, Peter B. Knapp

Faculty Scholarship

Minnesota law has long recognized the agency law principle of apparent authority. Minnesota law also provides that an agent is liable for the contractual obligations of an undisclosed or partially disclosed principal. Both of these well-recognized principles provided a basis for the plaintiff’s suit in Bagot, and both ought to provide a basis for similar suits in the future.


In Praise Of Procedure: An Economic And Behavioral Defense Of Smith V. Van Gorkom And The Business Judgment Rule, Lynn A. Stout Jan 2002

In Praise Of Procedure: An Economic And Behavioral Defense Of Smith V. Van Gorkom And The Business Judgment Rule, Lynn A. Stout

Cornell Law Faculty Publications

No abstract provided.


The Beginning Of Herstory For Corporate Law, Kellye Y. Testy Jan 2002

The Beginning Of Herstory For Corporate Law, Kellye Y. Testy

Articles

In The Gender Implications of Corporate Governance Change, Janis Sarra presents what has until now seemed oxymoronic to many: a feminist economic analysis of corporate governance in the global marketplace. In so doing, she joins a growing chorus of corporate governance scholars who are seeking to advance an alternative vision to the neoclassical, shareholder-centered model that is not only dominant in the United States, but is also widely exported-even to nations that do not share similar institutional configurations that support such a model. This diverse group of scholars--whose approaches have been labeled variously as "progressive," "communitarian," and "socio-economic,"--do not ...


Commentary: Convergence As Movement: Toward A Counter-Hegemonic Approach To Corporate Governance, Kellye Y. Testy Jan 2002

Commentary: Convergence As Movement: Toward A Counter-Hegemonic Approach To Corporate Governance, Kellye Y. Testy

Articles

No abstract provided.


Linking Progressive Corporate Law With Progressive Social Movements, Kellye Y. Testy Jan 2002

Linking Progressive Corporate Law With Progressive Social Movements, Kellye Y. Testy

Articles

Professor Testy critically assesses what has been termed a "new" corporate social responsibility project After noting the hegemony of shareholder primacy in corporate law, she critiques four major counter-hegemonic discourses: team production theory, corporate social accountabiity, stakeholder theory, and corporate social responsibility (or progressive corporate law). Finding the first three ineffective foils for the problems of corporate power that have spurred calls for reform, she turns to an examination of the progressive corporate law project. That project, presently poised at a defining juncture as it attempts to use the "master's tools" to "dismantle the master's house," nonetheless holds ...


Securities Regulation As Lobster Trap: A Credible Commitment Theory Of Mandatory Disclosure, Edward B. Rock Jan 2002

Securities Regulation As Lobster Trap: A Credible Commitment Theory Of Mandatory Disclosure, Edward B. Rock

Faculty Scholarship at Penn Law

No abstract provided.