Law Commons^™

International Joint Ventures Between France And The United States, Alexis Desreumaux

LLM Theses and Essays

This thesis focuses on two markets: France and the United States. Although these markets are competitive in several areas, sometimes some cooperation is needed in order to achieve a successful venture. The focus of this thesis is on two major issues. First, how can an American company, with a French partner, venture in France? And, second, how can a French company "invade" the U.S. market, with the help of a local company? To narrow the focus of this thesis, these " multipartite" joint ventures are to be dealt with. The thesis concerns the joint ventures made from two corporations, one …

Determining A Partner's Share On Unrealized Receivables At The Liquidation Of The Partner's Interest, Stephen Utz

Faculty Articles and Papers

Partnership law allows partners great freedom to vary the terms on which they share partnership profits from different sources. Partnership tax law, however, seems to presume, for purposes of the collapsible partner rules, that partners will share the revenue from the collection of receivables always in proportion to the value of their partnership interests. This counterfactual presumption exposes both the government and partner/taxpayers to unfortunate consequences. A substance-over-form approach to the attribution of unrealized receivables would certainly be unworkable, because too costly and intrusive to administer. Something between substance-over form and form-over-substance would best implement the policy of Subchapter K …

Corporate Transparency And Human Rights, 8 Tulsa. J. Comp. & Int'l L. 15 (2000), William B.T. Mock

UIC Law Open Access Faculty Scholarship

No abstract provided.

Human Rights And Corporate Responsibility, 8 Tulsa. J. Comp. & Int'l L. 1 (2000), Mark E. Wojcik

UIC Law Open Access Faculty Scholarship

No abstract provided.

The Modest Business Judgment Rule, Lyman P.Q. Johnson

Scholarly Articles

This article argues that Delaware mis-formulates and mis-uses the business judgment rule. Properly understood, the business judgment rule's function in corporate law is quite modest. It is a narrowly-drawn judicial policy of nonreview which, in duty of care cases, shields the merits of board decisions from judicial scrutiny. The article contends that the business judgment rule, therefore, should be de-emphasized as an analytical construct in the law of director fiduciary duties and should be sharply differentiated from the broader-gauged duty of due care. Doing so will pave the way for Delaware courts to rethink the importance of articulating a robust, …

New Game Plan Or Business As Usual? A Critique Of The Team Production Model Of Corporate Law, David K. Millon

Scholarly Articles

None available.

The Corporate Attorney-Client Privilege: Loss Of Predictability Does Not Justify Crying Wolfinbarger, Paul Rice

Articles in Law Reviews & Other Academic Journals

No abstract provided.

Limited Liability Companies In Kentucky, Second Edition, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, Scott W. Dolson, John S. Egan, Charles Fassler, Glenn D. Gunnels, C. Bradford Harris, Charles R. Keeton, Charles J. (Chaz) Lavelle, Alan K. Macdonald, Debbie R. Reiss, Thomas E. Rutledge, James C. Seiffert, William G. Strench

Continuing Legal Education Materials

The Kentucky Limited Liability Company Act, KRS Chapter 275, went into effect July 15, 1994, allowing Kentuckians to conduct business under the LLC form. With over 10,000 LLCs formed in the Commonwealth since the Act's inception, this flexible business entity has become the most popular way to conduct business in Kentucky.

The LLC has become so pervasive that business law practitioners, accountants, tax advisors and estate planners must all be well-versed in the myriad of issues and creative applications that accompany this business entity. With flexible tax-treatment and the liability protection of a traditional corporation this entity is utilized not …

Building The Basic Course Around Intra-Firm Relations, Kimberly D. Krawiec

Faculty Scholarship

No abstract provided.

Delaware Corporation Law And Transaction Cost Engineering, Charles O'Kelley

Faculty Articles

Professor O’Kelley believes that a very good way to teach Corporations is to structure the course around a core goal – to teach Delaware corporate law systematically – not just bits and pieces of it, but the entire system, much the way the teaching of constitutional law is approached. This essay is an elaboration of his reasoning and strategies, organized as a presentation and discussion of the core rationales for organizing the course in this way. The first justification flows axiomatically from the following proposition: we create value for many of our students, and harm none, by giving them an …

Governments, Citizens, And Injurious Industries, Hanoch Dagan, James J. White

Articles

In this Article, Professors Hanoch Dagan and James White study the most recent challenge raised by mass torts litigation: the interference of governments with the bilateral relationship between citizens and injurious industries. Using the tobacco settlement as their case study, Dagan and White explore the important benefits and the grave dangers of recognizing governments' entitlement to reimbursement for costs they have incurred in preventing or ameliorating their citizens' injuries. They further demonstrate that the current law can help capture these benefits and guard against the entailing risks, showing how subrogation law can serve as the legal foundation of the governments' …

The Determinants Of Shareholder Voting On Stock Option Plans, Randall S. Thomas, Kenneth J. Martin

Vanderbilt Law School Faculty Publications

Over the past decade, executive compensation has become a controversial topic. Increasingly, corporate boards of directors are confronted by angry shareholder groups over the size and composition of executive pay packages. One of the most important focal points for these tensions arises when shareholders are asked by the board to approve the creation of new stock option plans, or the amendment of existing plans. This article seeks to identify the factors that lead shareholders to support or oppose stock option plans. We examine the justifications for the widespread use of stock options and identify several benefits from stock option plans …

The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth, R. Franklin Balotti, David C. Mcbride, Edward P. Welch

Faculty Scholarship

MR. BALOTTI: Good afternoon. My name is Frank Balotti and I've been asked to be the moderator for this afternoon's program. And one of the privileges that I get is to introduce the panel and to call them up to speak in some kind of order, I hope. And I hope that you and the audience will participate by asking questions towards the end of our panel and get involved in the discussion which we hope to promote.

The topic for this afternoon's panel is a scholar's approach to corporation law. And we are fortunate to have some scholars with …

Ratcheting Labor Standards: Regulation For Continuous Improvement In The Global Workplace, Charles F. Sabel, Dara O'Rourke, Archon Fung

Faculty Scholarship

It is a brute fact of contemporary globalization – unmistakable as activists and journalists catalog scandal after scandal – that the very transformations making possible higher quality, cheaper products often lead to unacceptable conditions of work: brutal use of child labor, dangerous environments, punishingly long days, starvation wages, discrimination, suppression of expression and association. In all quarters, the question is not whether to address these conditions, but how.

That question, however, admits no easy answers. Globalization itself has freed capital from many of its former constraints – national workplace standards, collective bargaining, and supervisory state agencies and courts – designed …

Convergence And Its Critics: What Are The Preconditions To The Separation Of Ownership And Control?, John C. Coffee Jr.

Faculty Scholarship

Recent commentary has argued that deep and liquid securities markets and a dispersed shareholder base are unlikely to develop in civil law countries and transitional economies for a variety of reasons, including (1) the absence of adequate legal protections for minority shareholder, (2) the inability of dispersed shareholders to hold control or pay an equivalent control premium to that which a prospective controlling shareholder will pay and (3) the political vulnerability of dispersed shareholder ownership in left-leaning "social democracies." Nonetheless, this article finds that significant movement in the direction of dispersed ownership has occurred and is accelerating across Europe. To …

A Populist Political Perspective Of The Business Tax Entities Universe: Hey The Stars Might Lie, But The Numbers Never Do, John W. Lee

Faculty Publications

No abstract provided.

Foreword: The Many Passions Of Teaching Corporations, Charles O'Kelley

Faculty Articles

Teachers of Corporations share a passion for their subject and consider this first course in the business law curriculum to have fundamental importance for all law-trained professionals. Seemingly, however, we agree on little else, including the substantive focus of the course, the nature of the course materials, and the insights that teachers should convey. In fact, Corporations differs dramatically from school to school. Some teachers focus substantial attention on unincorporated business associations, while others cover only corporation law. Some who teach exclusively about the corporation emphasize closely held firms, while others highlight the law related to publicly traded entities. Likewise, …

Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll

Publications

No abstract provided.

Delaware As Demon: Twenty-Five Years After Professor Cary's Polemic, Mark J. Loewenstein

Publications

No abstract provided.

Delaware Corporation Law And Transaction Cost Engineering, Charles R.T. O'Kelley

Scholarly Works

I have a passionate belief that a very good way to teach Corporations is to structure the course around a core goal--to teach Delaware corporate law systematically--not just bits and pieces of it, but the entire system, much the way we approach the teaching of constitutional law. This Essay is an elaboration of my reasoning and strategies, organized as a presentation and discussion of the core rationales for organizing the course in this way. The first justification flows axiomatically from the following proposition: we create value for many of our students, and harm none, by giving them an opportunity to …

Foreword: The Many Passions Of Teaching Corporations, Charles R.T. O'Kelley

Scholarly Works

This Symposium belies such skeptical views of the Corporations course and those of us who teach it. The 1999 Teaching Corporate Law Conference was organized around teachers' self-identified passions in teaching Corporations--the themes, insights, skills or puzzles about which they are most intrigued or enthused. Thirty-seven professors made presentations at the Conference; twenty-eight have converted their presentations into the essays in this Symposium edition, which have been grouped substantively rather than in the exact order presented at the Conference.

The Role Of Letters Of Credit In Payment Transactions, Ronald J. Mann

Faculty Scholarship

Common justifications for the use of the letter of credit fail to explain its widespread use. The classic explanation claims that the letter of credit provides an effective assurance of payment from a financially responsible third party. In that story, the seller – a Taiwanese clothing manufacturer, for example – fears that the overseas buyer – Wal-Mart – will refuse to pay once the goods have been shipped. Cross-border transactions magnify the concern, because the difficulties of litigating in a distant forum will hinder the manufacturer's efforts to force the distant buyer to pay. The manufacturer-seller solves that problem by …

Teaching Corporate Law From An Option Perspective, Peter H. Huang

Publications

No abstract provided.

The Conundrum Of Executive Compensation, Mark J. Loewenstein

Publications

Much of the scholarship on executive compensation that appears in law reviews assumes that large U.S. corporations overpay their chief executive officers ("CEOs"). This assumption is understandable, as many of these compensation packages are indeed stunning. The question of whether CEOs are overpaid, however, is complicated. Some scholars in other disciplines, principally in economics and management science, have studied the issue but, as this Article demonstrates, this literature does not confirm the assumption. Indeed, some studies suggest that CEO pay is competitive. Moreover, efforts to reduce the level of executive compensation may have the unintended consequence of achieving the opposite …

Delaware Law As Applied Public Choice Theory: Bill Cary And The Basic Course After Twenty-Five Years, William W. Bratton

All Faculty Scholarship

No abstract provided.

Bankruptcy Reorganization: Legal Dynamics Associated With Economic Discontinuity, Young Rock Noh

LLM Theses and Essays

This thesis attempts to discover the factors leading to such failures and to propose a cure. It argues that the basic structure of Chapter 11 of the Code, the debtor in possession structure, is one of the essential factors causing such a high rate of failure. The thesis further asserts that it is possible to reduce the rate of unsuccessful reorganization if the bankruptcy court exercises its power of case management more actively and expeditiously. For example, the court can screen the debtors' filing for relief before the reorganization case proceeds too far. Chapter II of this thesis examines the …

The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch

Faculty Scholarship

Transcript of a panel on a scholar's approach to corporation law.

Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll

All Faculty Scholarship

No abstract provided.

Understanding Lockups: Effects In Bankruptcy And The Market For Corporate Control, Kermit Roosevelt Iii

All Faculty Scholarship

The article investigates the effects of lockups, devices used to compensate unsuccessful bidders. Lockups are relevant in contexts in which sales have auction-like characteristics. Bankruptcy and the market for corporate control are two such situations, since the governing legal regimes prevent sales from being swiftly consummated and require sellers to take the most favorable offer that emerges during the waiting period. Existing scholarship has considered lockups in both areas. The analysis of lockups in the market for corporate control is fairly well developed. This article shows that it is importantly incomplete because it fails both to distinguish between ex ante …

Corporate Law As A Facilitator Of Self Governance, Edward B. Rock, Michael L. Wachter

All Faculty Scholarship

No abstract provided.