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- William & Mary Annual Tax Conference (56)
- Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19) (7)
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- Free, Prior and Informed Consent: Pathways for a New Millennium (November 1) (1)
- Innovations in Managing Western Water: New Approaches for Balancing Environmental, Social and Economic Outcomes (Martz Summer Conference, June 11-12) (1)
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Articles 31 - 60 of 103
Full-Text Articles in Law
The “New” Fiduciary Standards Under The Revised Uniform Liability Company Act: More Bottom Bumping From Nccusl, Rutheford B. Campbell Jr.
The “New” Fiduciary Standards Under The Revised Uniform Liability Company Act: More Bottom Bumping From Nccusl, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
Between 1995 and 2001, the influential National Conference of Commissioners on Uniform State Laws (NCCUSL) promulgated iterations of uniform laws pertaining to partnerships, limited partnerships and limited liability companies. One or more of those acts have been widely adopted by state legislatures.
Each of the three acts—the Uniform Partnership Act (1997) (RUPA), the Uniform Limited Partnership Act (2001) (ULPA (2001)), and the Uniform Limited Liability Company Act (1996) (ULLCA)—contains identical fiduciary duty provisions. The acts all adopt the same standards for the duty of care and the duty of loyalty, and offer parties the same limited rights to opt out …
Partnership Allocations: What You Don't Know Can Hurt You, Steven M. Friedman
Partnership Allocations: What You Don't Know Can Hurt You, Steven M. Friedman
William & Mary Annual Tax Conference
No abstract provided.
Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth
Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth
Working Paper Series
This brief essay recounts developments in corporation law over the last fifty years. It begins with the rise of finance capitalism and the conglomerate corporation which was followed by the emergence of hostile takeovers in the late 1970s and 1980s. One of the key events in this saga was the February 1, 1983 decision by the Delaware Supreme Court in Weinberger v. UOP, Inc. that effectively permitted the at-will elimination of minority stockholders through cashout mergers. Takeovers were also facilitated by two major financial developments: (1) the growth of institutional investors coupled with the growing taste of diversified investors for …
Client Alert- Irs Issues Safe Harbor Guidance For Partnership Flip Structures In Wind Deals
Client Alert- Irs Issues Safe Harbor Guidance For Partnership Flip Structures In Wind Deals
William & Mary Annual Tax Conference
No abstract provided.
Opportunities And Pitfalls Under Sections 351 And 721 (Slides), Craig L. Rascoe, William M. Richardson
Opportunities And Pitfalls Under Sections 351 And 721 (Slides), Craig L. Rascoe, William M. Richardson
William & Mary Annual Tax Conference
No abstract provided.
Opportunities And Pitfalls Under Sections 351 And 721, Craig L. Rascoe, William M. Richardson
Opportunities And Pitfalls Under Sections 351 And 721, Craig L. Rascoe, William M. Richardson
William & Mary Annual Tax Conference
No abstract provided.
Partnership Tax Allocation Provisions, Brian J. O'Connor
Partnership Tax Allocation Provisions, Brian J. O'Connor
William & Mary Annual Tax Conference
No abstract provided.
Tax Considerations Of Transfers To And Distributions From The C Or S Corporation, C. Wells Hall Iii
Tax Considerations Of Transfers To And Distributions From The C Or S Corporation, C. Wells Hall Iii
William & Mary Annual Tax Conference
No abstract provided.
Property And Liability Transfers To Partnerships: Built-In Gain Or Loss, Boot, And Disguised Sales, Andrea M. Whiteway
Property And Liability Transfers To Partnerships: Built-In Gain Or Loss, Boot, And Disguised Sales, Andrea M. Whiteway
William & Mary Annual Tax Conference
No abstract provided.
Redemptions Of Partnership Interests And Divisions Of Partnerships, Andrea M. Whiteway
Redemptions Of Partnership Interests And Divisions Of Partnerships, Andrea M. Whiteway
William & Mary Annual Tax Conference
No abstract provided.
Towards Equity And Efficiency In Partnership Allocations, Darryll K. Jones
Towards Equity And Efficiency In Partnership Allocations, Darryll K. Jones
Journal Publications
The primary goal of any tax system is to raise sufficient revenue for government. More precisely, taxation is the means by which government supplies necessary things not available from the private market. Taxation allows society to cure distributional imperfections in the market. It is appropriate, therefore, only to the extent that the market cannot provide goods and services for which there is public demand; if private markets equitably supplied food, shelter, health care, education, and common defense, taxes could be greatly reduced if not completely eliminated. The revenue raising goal is thwarted to the extent the taxing system is either …
Slides: Long Term Forest Management: Creating A Forest Management Plan, Don Johnson
Slides: Long Term Forest Management: Creating A Forest Management Plan, Don Johnson
Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)
Presenter: Don Johnson, Forest Land Improvement, Inc., NH town forests
51 slides
Slides: Public Funding Sources In Mt: State Funding Sources, 3 Partnerships Examples, Alan Wood
Slides: Public Funding Sources In Mt: State Funding Sources, 3 Partnerships Examples, Alan Wood
Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)
Presenter: Alan Wood, MT Department of Fish, Wildlife and Parks, Helena, MT
12 slides
Slides: Randolph Community Forest Partnerships, Ben Eisenberg
Slides: Randolph Community Forest Partnerships, Ben Eisenberg
Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)
Presenter: Ben Eisenberg, Randolph Community Forest, NH
24 slides
Slides: A Fine Line Between Success And Failure In Partnerships, Greg Neudecker
Slides: A Fine Line Between Success And Failure In Partnerships, Greg Neudecker
Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)
Presenter: Greg Neudecker, U.S. Fish and Wildlife Service, Great Falls, MT
48 slides
Slides: Trends For Large Forest Landowners, Michael Goergen
Slides: Trends For Large Forest Landowners, Michael Goergen
Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)
Presenter: Michael Goergen, Executive Vice President and CEO, Society of American Foresters, DC
21 slides
Slides: Ecotrust Forests, Bettina Von Hagen
Slides: Ecotrust Forests, Bettina Von Hagen
Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)
Presenter: Bettina Von Hagen, Ecotrust Forests, OR
25 slides
Agenda: Community-Owned Forests: Possibilities, Experiences, And Lessons Learned, Communities Committee, University Of Montana. School Of Forestry. Bolle Center For People And Forests, Wilderness Society (U.S.), Nature Conservancy Of Montana, Swan Ecosystem Center, Northwest Connections, Blackfoot Challenge, Flathead Economic Policy Center, Pinchot Institute For Conservation, American Forests, University Of Colorado Boulder. Natural Resources Law Center
Agenda: Community-Owned Forests: Possibilities, Experiences, And Lessons Learned, Communities Committee, University Of Montana. School Of Forestry. Bolle Center For People And Forests, Wilderness Society (U.S.), Nature Conservancy Of Montana, Swan Ecosystem Center, Northwest Connections, Blackfoot Challenge, Flathead Economic Policy Center, Pinchot Institute For Conservation, American Forests, University Of Colorado Boulder. Natural Resources Law Center
Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)
Community-owned forests may be the answer for some U.S. communities now confronting unanticipated and unwanted large scale land use changes – changes that could irrevocably change their local landscapes and quality of life. Across the country, millions of acres of private forest lands are being put up for sale as the forest products companies who own them find other, cheaper sources of supply. If, as is likely, purchasers divide and convert the forests to residential or other development uses, nearby communities face losing the critical economic, environmental, recreational, social, cultural, and aesthetic values and benefits those forests have traditionally provided. …
Guaranteed Payments Made In Kind By A Partnership, Douglas A. Kahn, Faith Cuenin
Guaranteed Payments Made In Kind By A Partnership, Douglas A. Kahn, Faith Cuenin
Articles
Guaranteed payments are payments made by a partnership to a partner for services performed in his partnership capacity or for the use of capital to the extent that the amount of the payment is not determined by reference to the partnership's income. In addition, some distributions made by a partnership in liquidation of a partner's interest in the partnership are treated as guaranteed payments. A guaranteed payment constitutes ordinary income to the partner, and the partnership is allowed a deduction for the payment unless it constitutes a capital expenditure. While guaranteed payments typically are made in cash, it is possible …
Law And The Rise Of The Firm , Henry Hansmann, Reiner Kraakman, Richard Squire
Law And The Rise Of The Firm , Henry Hansmann, Reiner Kraakman, Richard Squire
Faculty Scholarship
Organizational law empowers firms to hold assets and enter contracts as entities that are legally distinct from their owners and managers. Legal scholars and economists have commented extensively on one form of this partitioning between firms and owners: namely, the rule of limited liability that insulates firm owners from business debts. But a less-noticed form of legal partitioning, which we call "entity shielding," is both economically and historically more significant than limited liability. While limited liability shields owners' personal assets from a firm's creditors, entity shielding protects firm assets from the owners' personal creditors (and from creditors of other business …
New Business Entities In Evolutionary Perspective, Henry Hansmann, Reiner Kraakman, Richard Squire
New Business Entities In Evolutionary Perspective, Henry Hansmann, Reiner Kraakman, Richard Squire
Faculty Scholarship
The new types of business forms that have developed over the past thirty years all combine the freedom of contracting that is traditional to the partnership with the pattern of creditors' rights that is traditional to the business corporation. Legal scholars differ on the issue of whether these new business forms are more partnership-like or corporation-like. Those taking the partnership-like view argue that the degree of freedom of contract is the essential difference between the traditional corporation and partnership forms, while those adhering to the corporation-like view argue that the pattern of creditors' rights is the essential difference. The authors …
Family Limited Partnership Update, Farhad Aghdami
Family Limited Partnership Update, Farhad Aghdami
William & Mary Annual Tax Conference
No abstract provided.
Strict Liability For Gatekeepers: A Reply To Professor Coffee, Frank Partnoy
Strict Liability For Gatekeepers: A Reply To Professor Coffee, Frank Partnoy
University of San Diego Law and Economics Research Paper Series
This article responds to a proposal by Professor John C. Coffee, Jr. for a modified form of strict liability for gatekeepers. Professor Coffee’s proposal would convert gatekeepers into insurers, but cap their insurance obligations based on a multiple of the highest annual revenues the gatekeepers recently had received from their wrongdoing clients. My proposal, advanced in 2001, would allow gatekeepers to contract for a percentage of issuer damages, after settlement or judgment, subject to a legislatively-imposed floor. This article compares the proposals and concludes that a contractual system based on a percentage of the issuer’s liability would be preferable to …
Valuation Averaging: A New Procedure For Resolving Valuation Disputes, Keith Sharfman
Valuation Averaging: A New Procedure For Resolving Valuation Disputes, Keith Sharfman
Rutgers Law School (Newark) Faculty Papers
In this Article, Professor Sharfman addresses the problem of "discretionary valuation": that courts resolve valuation disputes arbitrarily and unpredictably, thus harming litigants and society. As a solution, he proposes the enactment of "valuation averaging," a new procedure for resolving valuation disputes modeled on the algorithmic valuation processes often agreed to by sophisticated private firms in advance of any dispute. He argues that by replacing the discretion of judges and juries with a mechanical valuation process, valuation averaging would cause litigants to introduce more plausible and conciliatory valuations into evidence and thereby reduce the cost of valuation litigation and increase the …
Analyzing The Noncompensatory Partnership Option Proposed Regulations, Dennis A. Diersen
Analyzing The Noncompensatory Partnership Option Proposed Regulations, Dennis A. Diersen
William & Mary Annual Tax Conference
No abstract provided.
The Social Costs Of Moving Water In Northern New Mexico, David Benavides
The Social Costs Of Moving Water In Northern New Mexico, David Benavides
Water and Growth in the West (Summer Conference, June 7-9)
15 pages.
Regionalized Water Management: An Evolving Hydrocommons?, Gary D. Weatherford
Regionalized Water Management: An Evolving Hydrocommons?, Gary D. Weatherford
Water and Growth in the West (Summer Conference, June 7-9)
26 pages.
Contains footnotes and 8 pages of references.
Fiduciary Duty, Contract, And Waiver In Partnerships And Limited Liability Companies, Richard A. Booth Marbury Research Professor Of Law
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
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.
"Magnificent Circularity" And The Churkendoose: Llc Members And Federal Employment Law, Daniel S. Kleinberger
"Magnificent Circularity" And The Churkendoose: Llc Members And Federal Employment Law, Daniel S. Kleinberger
Faculty Scholarship
This article seeks to explain under what circumstances federal employment statutes should apply to LLC members. Part I recounts the advent of LLCs and describes the essential characteristics of LLCs and their members. Part II explores how federal employment case law handles the employee vel non question and explains the problems in using that case law to determine whether LLC members are "employees" for federal employment law purposes. Part Ill attempts to make sense of that case law and proposes a rule for determining when a business owner can provide services to the business without becoming an "employee." Part IV …