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Articles 1 - 27 of 27
Full-Text Articles in Law
Using Partnerships As Acquisition Vehicles, Mark J. Silverman
Using Partnerships As Acquisition Vehicles, Mark J. Silverman
William & Mary Annual Tax Conference
No abstract provided.
Section 382: Net Operating Loss Carryovers In Corporate Acquisitions, Peter L. Faber
Section 382: Net Operating Loss Carryovers In Corporate Acquisitions, Peter L. Faber
William & Mary Annual Tax Conference
No abstract provided.
Rethinking Minority Business Development Strategies, Robert E. Suggs
Rethinking Minority Business Development Strategies, Robert E. Suggs
Faculty Scholarship
Minority business set-asides were created as a prophylactic measure to redress discrimination against minority owned business firms. Predominantly minority jurisdictions found them especially attractive because they promised to provide minority firms a share of the procurement dollars expended by these jurisdictions. The Croson decision invalidated Richmond’s ordinance and posed substantial barriers to further enactments. This article proposes an alternative to such set-aides. It argues that the proposed alternative, an Equal Opportunity Rating Agency (EORA), provides a superior business development policy tool and does not have the constitutional vulnerabilities of set-asides. An EORA would operate much like a credit rating agency, …
Employees Vs. Independent Contractors, Michelle P. Burchett
Employees Vs. Independent Contractors, Michelle P. Burchett
William & Mary Annual Tax Conference
No abstract provided.
The Affiliated Management Group And Code § 414(M), Robert M. Reed
The Affiliated Management Group And Code § 414(M), Robert M. Reed
William & Mary Annual Tax Conference
No abstract provided.
Shareholder Access To The Proxy Revisited, Jayne W. Barnard
Shareholder Access To The Proxy Revisited, Jayne W. Barnard
Faculty Publications
No abstract provided.
Are Takeover Premiums Really Premiums? Market Price, Fair Value, And Corporate Law, Lynn A. Stout
Are Takeover Premiums Really Premiums? Market Price, Fair Value, And Corporate Law, Lynn A. Stout
Cornell Law Faculty Publications
No abstract provided.
The Delaware Judiciary And The Meaning Of Corporate Life And Corporate Law, Lyman P.Q. Johnson
The Delaware Judiciary And The Meaning Of Corporate Life And Corporate Law, Lyman P.Q. Johnson
Scholarly Articles
No abstract provided.
Impacts Of Land Use Laws And Policies Massachusetts State Superfund Program, Umass Amherst Center Economic Development
Impacts Of Land Use Laws And Policies Massachusetts State Superfund Program, Umass Amherst Center Economic Development
Center for Economic Development Technical Reports
The reason for this report was to examine the Massachusetts state Superfund law, and the statutory remedies that Massachusetts relies on to recover the cost associated with the cleanup of oil and hazardous materials released into the environment.
The Corporate Entity In An Era Of Multinational Corporations, Phillip Blumberg
The Corporate Entity In An Era Of Multinational Corporations, Phillip Blumberg
Faculty Articles and Papers
No abstract provided.
The Corporate Personality In American Law: A Summary Review, Phillip Blumberg
The Corporate Personality In American Law: A Summary Review, Phillip Blumberg
Faculty Articles and Papers
No abstract provided.
Attitudes Toward Corporate Responsibility: A Psycholegal Perspective, Valerie P. Hans
Attitudes Toward Corporate Responsibility: A Psycholegal Perspective, Valerie P. Hans
Cornell Law Faculty Publications
One of the most striking phenomena in the contemporary legal world is the shift toward holding businesses and corporations responsible for harm. Legal theorists and historians maintain that today business corporations are expected to provide compensation for injuries that in earlier times would have been attributed to individuals or to fate. Furthermore, criminal charges against businesses and business executives are becoming commonplace.
Despite a good deal of legal scholarship on the shift toward holding businesses culpable for harms, psychologists have conducted little systematic research on public views of corporate responsibility. How do people conceptualize the civil liability or criminal responsibility …
The Illusion Of Fairness Through Special Committees In Management Buyouts, Shelby D. Green
The Illusion Of Fairness Through Special Committees In Management Buyouts, Shelby D. Green
Elisabeth Haub School of Law Faculty Publications
This essay will explore these deficiencies and argue for real, and not illusory, safeguards against directors' self-dealing in management buyouts. Part II provides an overview of corporation law regarding the decisionmaking authority of the board. Part III discusses self-dealing transactions as exceptions to the normal judicial deference accorded board decisions. Part IV discusses the flaws in the use of the special committee to address conflict of interest problems. Part V provides an analysis of the case introducing this essay and Part VI offers conclusions and suggestions for reform.
Recent Judicial Developments In Delaware Takeover Law, Mark J. Loewenstein
Recent Judicial Developments In Delaware Takeover Law, Mark J. Loewenstein
Publications
No abstract provided.
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
Scholarly Articles
The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.
Theories Of The Corporation, David K. Millon
Why Not Good Faith?-The Foibles Of Fairness In Closely Held Corporations, Daniel S. Kleinberger
Why Not Good Faith?-The Foibles Of Fairness In Closely Held Corporations, Daniel S. Kleinberger
Faculty Scholarship
This essay describes the contours of the shareholder’s duty to be fair and explores some of the problems caused by the law’s imprecision in defining the duty of fairness. Because this duty is best understood as a rejection of old norms, part one of this essay describes the traditional doctrines of intra-corporate responsibility. Part two describes the special characteristics of a close corporation and outlines how those characteristics pushed close corporation law to new concepts of fairness and shareholder duties. Part three attempts to delineate those duties of fairness and also to highlight some of the dangers that arise when …
Giving Voice To Shareholder Choice, Jayne W. Barnard
Giving Voice To Shareholder Choice, Jayne W. Barnard
Faculty Publications
No abstract provided.
The Revised Uniform Partnership Act Midstream: Major Policy Decisions, Donald J. Weidner
The Revised Uniform Partnership Act Midstream: Major Policy Decisions, Donald J. Weidner
Scholarly Publications
No abstract provided.
Exxon Collides With The "Valdez Principles", Jayne W. Barnard
Exxon Collides With The "Valdez Principles", Jayne W. Barnard
Faculty Publications
No abstract provided.
Corporate Philanthropy And The Business Benefit: The Need For Clarity, Shelby D. Green
Corporate Philanthropy And The Business Benefit: The Need For Clarity, Shelby D. Green
Elisabeth Haub School of Law Faculty Publications
The need for clarity or harmony is the subject of this essay. Part II summarizes a philosophical debate between two scholars on the mission of the corporation. Part III briefly traces the historical development of the relevant principles and Part IV examines the actual philanthropic practices of several large publicly held corporations. Finally, Part V considers the continuing significance of the common law rule in light of these practices and urges support for the ALI proposal.
Book Review, Mark J. Loewenstein
It Does The Crime But Not The Time: Corporate Criminal Liability In Federal Law, Michael E. Tigar
It Does The Crime But Not The Time: Corporate Criminal Liability In Federal Law, Michael E. Tigar
Faculty Scholarship
No abstract provided.
Changing Company Law? (Book Review), Caroline Bradley, Judith Freedman
Changing Company Law? (Book Review), Caroline Bradley, Judith Freedman
Articles
No abstract provided.
Just Say No To Whom?, Ronald J. Gilson
Just Say No To Whom?, Ronald J. Gilson
Faculty Scholarship
"Just say no" is the current rallying cry of those seeking to give target management the unrestricted power to block hostile tender offers. Not surprisingly, the turn of phrase chosen by management leaves ambiguous the precise issue on which the debate should turn: To whom does management want the power to say no? As target management poses the issue, it wants to say no to a raider. The image is of stalwart management protecting shareholders against a marauding outsider. However, that image is seriously misleading. In fact, target management seeks the power to say no to its own shareholders.
The …
What Triggers Revlon?, Ronald J. Gilson, Reinier Kraakman
What Triggers Revlon?, Ronald J. Gilson, Reinier Kraakman
Faculty Scholarship
Delaware's new approach to takeover law is announced in three cases that address different aspects of management's role in the standard drama of defending against a hostile takeover. Unocal Corp. v. Mesa Petroleum Co. scripts a main act for the drama by prescribing a duty to compare the outsider's offer with the universe of other options and, if necessary, to resist the outsider within the guidelines fixed by the proportionality test. Moran v. Household International, Inc. writes a prologue by encouraging management to plan a vigorous defense that can thwart a coercive offer without damaging the company. Finally, Revlon …
Corporate Control: Markets And Rules, Caroline Bradley