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Series

Business Organizations Law

1996

Institution
Keyword
Publication

Articles 1 - 30 of 48

Full-Text Articles in Law

Family Businesses: Using Llcs And S Corporations, Samuel P. Starr, Jay M.L. Payne Dec 1996

Family Businesses: Using Llcs And S Corporations, Samuel P. Starr, Jay M.L. Payne

William & Mary Annual Tax Conference

No abstract provided.


All In The Family (Partnership), Charles H. Egerton Dec 1996

All In The Family (Partnership), Charles H. Egerton

William & Mary Annual Tax Conference

No abstract provided.


Selected Tax Issues For Pass-Through Entities, Charles H. Egerton, Samuel P. Starr Dec 1996

Selected Tax Issues For Pass-Through Entities, Charles H. Egerton, Samuel P. Starr

William & Mary Annual Tax Conference

No abstract provided.


A Practical Guide To The Tax Consequences Of Disposing Of A Partnership (Or Llc) Business, Richard M. Lipton, John T. Thomas Dec 1996

A Practical Guide To The Tax Consequences Of Disposing Of A Partnership (Or Llc) Business, Richard M. Lipton, John T. Thomas

William & Mary Annual Tax Conference

No abstract provided.


Planning For The Purchase Or Sale Of A Corporate Business Federal Tax Aspects, Peter L. Faber Dec 1996

Planning For The Purchase Or Sale Of A Corporate Business Federal Tax Aspects, Peter L. Faber

William & Mary Annual Tax Conference

No abstract provided.


A Critique Of The Second Circuit's Analysis Of New York And New Jersey Joint Venture Law In Arditi V. Dubitzky And Sagamore Corp. V. Diamond West Energy Corp, Robert E. Steinbuch Oct 1996

A Critique Of The Second Circuit's Analysis Of New York And New Jersey Joint Venture Law In Arditi V. Dubitzky And Sagamore Corp. V. Diamond West Energy Corp, Robert E. Steinbuch

Faculty Scholarship

No abstract provided.


A Political Economy Of The Business Judgment Rule In Banking: Implications For Corporate Law, Patricia A. Mccoy Oct 1996

A Political Economy Of The Business Judgment Rule In Banking: Implications For Corporate Law, Patricia A. Mccoy

Boston College Law School Faculty Papers

No abstract provided.


Corporate Natural Law: The Dominance Of Justice In A Codified World, Stuart R. Cohn Sep 1996

Corporate Natural Law: The Dominance Of Justice In A Codified World, Stuart R. Cohn

UF Law Faculty Publications

One tends to think of corporate law as quite formalistic, bound by corporate statutes, articles of incorporation, bylaws, and customary rules of commercial conduct. While many aspects of corporate law are indeed so rule-bound, the truth is that the major issues facing directors, officers and shareholders, ranging from fiduciary duties to minority rights, are generally determined by much more amorphous principles of equity. Hence the notion of “corporate natural law.”


Cooperative Implementation Of Federal Regulations, Douglas C. Michael Jul 1996

Cooperative Implementation Of Federal Regulations, Douglas C. Michael

Law Faculty Scholarly Articles

Professor Michael examines regulatory programs in which the federal government leaves many compliance decisions up to the regulated entities themselves. Drawing on prior research and theory in the area, he concludes that such "cooperative implementation" is feasible if three principles are observed: (1) regulatory standards are written to leave discretion in methods of compliance and that discretion is within the competence of the regulated entities; (2) there are economic incentives to offset the additional costs to these entities; and (3) the entities self-report their own compliance, the agency closely monitors the program, and the agency maintains a residual program of ...


Corporate Governance And Managerial Incompetence: Lessons From Kmart, D. Gordon Smith Apr 1996

Corporate Governance And Managerial Incompetence: Lessons From Kmart, D. Gordon Smith

Faculty Scholarship

Modern corporate governance scholars often extol an activist role by institutional investors in directing corporate activity. Widely viewed as a solution to the collective action problems that inhibit such activism by individual investors, institutional investors are praised for adding value to corporations through their participation in the decision making process. The ouster of Joseph Antonini as Chief Executive Officer of Kmart Corporation in 1995 might be taken as a vindication of this view, because substantial evidence indicates that institutional investors played a crucial role in influencing Kmart's board of directors to remove him. In this Article, Professor Smith challenges ...


The Contested Role Of The Civil Jury In Business Litigation, Valerie P. Hans Apr 1996

The Contested Role Of The Civil Jury In Business Litigation, Valerie P. Hans

Cornell Law Faculty Publications

According to a recent study, several of the most frequent criticisms of the jury in business cases--that it is pro-plaintiff, that its decisions are based more on sympathy and prejudice than facts, and that it focuses on the defendant's deep pockets--appear to be unfounded.


On Being A Muslim Corporate Lawyer, Azizah Y. Al-Hibri Jan 1996

On Being A Muslim Corporate Lawyer, Azizah Y. Al-Hibri

Law Faculty Publications

It appears to me that religion subconsciously informs our individual professional practice and that a non-humanitarian form of secularism has quietly shaped our corporate laws. The attendant dissonance causes severe dissatisfaction, and at times even disfunction, in our society. The claim that our present corporate laws are imbued with a non-humanist secularist perspective deserves closer examination from a religious vantage point. Given our constitutional guarantees, our present legal structure appears to place undue burdens on persons of faith in this country. A more just balance between religious and various forms of secular perspectives is, I submit, a worthy goal for ...


California's New Limited Liability Company Act: A Look At The Good, The Bad, And The Ambiguous, Franklin A. Gevurtz Jan 1996

California's New Limited Liability Company Act: A Look At The Good, The Bad, And The Ambiguous, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.


The Conundrum Of Corporate Liability: Seeking A Consistent Approach To The Constitutional Rights Of Corporations In Criminal Prosecutions, Peter J. Henning Jan 1996

The Conundrum Of Corporate Liability: Seeking A Consistent Approach To The Constitutional Rights Of Corporations In Criminal Prosecutions, Peter J. Henning

Law Faculty Research Publications

No abstract provided.


The Role Of Convertible Securities In Corporate Finance, George W. Dent Jan 1996

The Role Of Convertible Securities In Corporate Finance, George W. Dent

Faculty Publications

This Article examines theories supporting the use of convertible secyrutues and finds them insufficient even for public companies, to which they are supposed to apply. They fare worse yet for private firms which use convertibles even more frequently. Indeed, no one theory explains all uses of convertibles. Convertibles can reduce agency costs by reconciling differences in risk aversion and diminishing managers' exploitation of investors, but they can also promote managers' interests at the expense of shareholders. The mix of factors varies from case to case. Thus, the role of convertibles proves complex and diverse. After describing convertible securities (part II ...


A Reliance Damages Approach To Corporate Lockups, David A. Skeel Jr. Jan 1996

A Reliance Damages Approach To Corporate Lockups, David A. Skeel Jr.

Faculty Scholarship at Penn Law

No abstract provided.


Antitrust Balancing In A (Near) Coasean World: The Case Of Franchise Tying Contracts, Alan J. Meese Jan 1996

Antitrust Balancing In A (Near) Coasean World: The Case Of Franchise Tying Contracts, Alan J. Meese

Faculty Publications

No abstract provided.


Fiduciary Duties Of Bidder Directors In The Context Of Tender Offers - Fair Play In A War, Henning Bernd C. Lowe Jan 1996

Fiduciary Duties Of Bidder Directors In The Context Of Tender Offers - Fair Play In A War, Henning Bernd C. Lowe

LLM Theses and Essays

When discussing mergers and acquisitions, most of the focus is given to whether the board of directors of the target company has a right of “self-defense” to stay independent. However, this thesis focuses on the other side of the transaction and seeks to determine whether the bidder in making a tender offer is acting unlawfully. Since a director has unlimited personal liability for a breach of his or her fiduciary duties, the question of whether a takeover-bid can be a breach of a director’s fiduciary duty is of great importance, yet little literature and no case law are devoted ...


Agent’S Knowledge In An Era Of Corporate Restructuring: Imputation, Liability And Protection, Beate Buescher Jan 1996

Agent’S Knowledge In An Era Of Corporate Restructuring: Imputation, Liability And Protection, Beate Buescher

LLM Theses and Essays

Agents of partnerships and corporations often acquire important and secret incoming and outgoing information. Protecting this information becomes especially critical during corporate restructuring. In this paper, the author reviews current agency law, fiduciary duties, liability, and mechanisms utilized by companies to prevent the disclosure of confidential information and discusses the inadequacies of these traditional protections in current business realities. Specific examples of disclosing confidential information and trade secrets are provided. Also, the author critiques both long-term measures, such as improvement of the structural reorganization process and the development of a new business ethic, as well as short-term methods, like the ...


The Continuity Of The Enterprise Doctrine: Corporate Successorship In United States Law, Phillip Blumberg Jan 1996

The Continuity Of The Enterprise Doctrine: Corporate Successorship In United States Law, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.


Increasing Recognition Of Enterprise Principles In Determining Parent And Subsidiary Corporation Liabilities, The, Phillip Blumberg Jan 1996

Increasing Recognition Of Enterprise Principles In Determining Parent And Subsidiary Corporation Liabilities, The, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.


Control And The Partly Owned Corporation: A Preliminary Inquiry Into Shared Control, Phillip Blumberg Jan 1996

Control And The Partly Owned Corporation: A Preliminary Inquiry Into Shared Control, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.


Fired Employees And/Or Frozen-Out Shareholders (An Essay), Deborah A. Schmedemann Jan 1996

Fired Employees And/Or Frozen-Out Shareholders (An Essay), Deborah A. Schmedemann

Faculty Scholarship

The thesis of this essay can be stated as follows: Shareholder-employees should be able to recover for loss of employment, within the cause of action provided by corporate law, where the termination violates public law, breaches the agreement among the shareholders, or is unsupported by legitimate business purposes. In Part II, this essay presents the employment model, including the paradigm of employment that the law builds on, the starting premise of employment law, the roles of private and public law, and the remedies afforded for violations of an employee's rights. In Part III, this essay develops the corporate model ...


(Dis)Assembling Rights Of Women Workers Along The Global Assembly Line: Human Rights And The Garment Industry Symposium: Political Lawyering: Conversations On Progressive Social Change, Laura Ho, Catherine Powell, Leti Volpp Jan 1996

(Dis)Assembling Rights Of Women Workers Along The Global Assembly Line: Human Rights And The Garment Industry Symposium: Political Lawyering: Conversations On Progressive Social Change, Laura Ho, Catherine Powell, Leti Volpp

Faculty Scholarship

Some observers would like to explain away sweatshops as immigrants exploiting other immigrants, as "cultural, or as the importation of a form of exploitation that normally does not happen here but occurs elsewhere, in the "Third World." While the public was shocked by the discovery at El Monte, garment workers and garment worker advocates have for years been describing abuses in the garment industry and have ascribed responsibility for such abuses to manufacturers and retailers who control the industry. Sweatshops, like the one in El Monte, are a home-grown problem with peculiarly American roots. Since the inception of the garment ...


Getting Out Of Business: Tax Costs And Opportunities In Exiting A Closely Held Business, Denise D. J. Roy Jan 1996

Getting Out Of Business: Tax Costs And Opportunities In Exiting A Closely Held Business, Denise D. J. Roy

Faculty Scholarship

The primary purpose of this article is to encourage closely held business owners and their lawyers to consider exit costs, opportunities and strategies when making the initial choice-of-entity decision. A secondary purpose is to provide information about tax consequences and exit strategies useful to owners of businesses that are already up and running, whether in drafting a buy-sell agreement or planning for a specific transaction. Therefore, the article begins by comparing the major tax consequences of exiting the alternative entity types available to closely held businesses for tax purposes--C corporations, S corporations and partnerships. Part II of this article provides ...


Customary International Law And State Taxation Of Corporate Income: The Case For The Separate Accounting Method, Chantal Thomas Jan 1996

Customary International Law And State Taxation Of Corporate Income: The Case For The Separate Accounting Method, Chantal Thomas

Cornell Law Faculty Publications

No abstract provided.


Representing The Unrepresented In Class Action Settlements, Brian Wolfman Jan 1996

Representing The Unrepresented In Class Action Settlements, Brian Wolfman

Georgetown Law Faculty Publications and Other Works

Class actions are important and useful both to deter wrongful conduct and to provide compensation for injured plaintiffs. In complex cases, however, the existing class action structure falters. In this article, Messrs. Wolfman and Morrison argue that in "settlement class actions" the current class action rules do not adequately protect class members whose interests do not coincide with those of the class representatives and the class attorneys. Through a survey of recent, prominent settlement class actions, the authors show that the current system does not fairly treat subgroups in a class with respect to matters as diverse as future injury ...


Corporate Fiduciary Principles For The Post-Contractarian Era, Rutheford B. Campbell Jr. Jan 1996

Corporate Fiduciary Principles For The Post-Contractarian Era, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The impact of the law and economics movement on legal scholarship, legal analysis, and, ultimately, on the rules under which our society operates is substantial. The proponents of this movement ("Contractarians") articulate their positions skillfully and apply their principles broadly across the entire spectrum of our laws, including, of course, the area of corporate law.

The purpose of this Article is to propose, explain, and defend broad and unifying principles to guide the development of fiduciary duties of corporate managers in the post-Contractarian period. These principles are based on Pareto criteria, which are demonstrably appealing to society and provide workable ...


A Positive Analysis Of The Common Law Of Corporate Fiduciary Duties, Rutheford B. Campbell Jr. Jan 1996

A Positive Analysis Of The Common Law Of Corporate Fiduciary Duties, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The purpose of this Article is to offer a positive analysis of the common law of corporate managers' fiduciary duties. The Article attempts to explain the present shape of these corporate fiduciary duties by reference to Pareto criteria.

A particular state of affairs ("state B") is considered to be Pareto superior to another state of affairs ("state A") if at least one person in state B is better off than he or she is in state A and no one in state B is worse off than he or she is in state A. Since in a move from state ...


Proprietary Norms In Corporate Law: An Essay On Reading Gambotto In The United States, Deborah A. Demott Jan 1996

Proprietary Norms In Corporate Law: An Essay On Reading Gambotto In The United States, Deborah A. Demott

Faculty Scholarship

No abstract provided.