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Series

Business Organizations Law

2001

Institution
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Articles 1 - 30 of 59

Full-Text Articles in Law

Toward A New Theory Of The Shareholder Role: A Sacred Space In Corporate Transactions, Robert B. Thompson, D. Gordon Smith Dec 2001

Toward A New Theory Of The Shareholder Role: A Sacred Space In Corporate Transactions, Robert B. Thompson, D. Gordon Smith

Faculty Scholarship

Corporate law expresses a profound ambiguity toward the role of shareholders. Courts announce that shareholders are critical to the theory that legitimates the exercise of power - by directors and officers over vast aggregations of property that they do not own. At the same time shareholders have a very difficult time actually making any corporate decisions. In this Article, we strive to define a new role for shareholders by drawing on economic theories of the firm and the structure of corporate law. More particularly we examine the role of shareholders in hostile corporate takeovers, the area where the interests of shareholders ...


Employee Benefits For The Closely Held Business, Lisa C. Germano Dec 2001

Employee Benefits For The Closely Held Business, Lisa C. Germano

William & Mary Annual Tax Conference

No abstract provided.


Representing The Failing Company Where The Irs Is "Knocking On The Door", Craig D. Bell, T. Keith Fogg, George C. Gretes, Nina E. Olson Nov 2001

Representing The Failing Company Where The Irs Is "Knocking On The Door", Craig D. Bell, T. Keith Fogg, George C. Gretes, Nina E. Olson

William & Mary Annual Tax Conference

No abstract provided.


Why The Corporate Amt Should Be Retained, Reuven S. Avi-Yonah Nov 2001

Why The Corporate Amt Should Be Retained, Reuven S. Avi-Yonah

Articles

The corporate AMT is under attack. Repeal has been proposed by the White House, endorsed by the ABA/AICPA/TEI tax simplification project, and included in the stimulus bill passed by the House of Representatives. Repeal is supported on two principal grounds: That the corporate AMT increases complexity, and that it is pro-cyclical.


Minority Discounts And Control Premiums In Appraisal Proceedings, Richard A. Booth Marbury Research Professor Of Law Oct 2001

Minority Discounts And Control Premiums In Appraisal Proceedings, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

In a merger, a stockholder often has a statutory right of dissent and appraisal under which the stockholder may demand to be paid fair value exclusive of any gain or loss that may arise from the merger itself. Most courts and commentators agree that a dissenting stockholder should ordinarily receive a pro rata share of the fair value of the corporation without any discount simply because minority shares lack control. In several recent cases, the courts have indicated that a minority stockholder is thus entitled to a share of the control value of the corporation even though the merger does ...


Exalting The Corporate Form Over Environmental Protection The Corporate Shell Game And The Enforcement Of Water Management Law In Florida, Mary Jane Angelo, Charles Lobdell, Tara Boonstra Oct 2001

Exalting The Corporate Form Over Environmental Protection The Corporate Shell Game And The Enforcement Of Water Management Law In Florida, Mary Jane Angelo, Charles Lobdell, Tara Boonstra

UF Law Faculty Publications

Current laws in Florida afford substantial protection to the “people behind the corporations” (corporate principals) and generally do not allow environmental permitting agencies such as the water management districts to consider such people in their permitting or enforcement efforts. This article poses the question “Do existing corporate law principles of limited liability defeat the important public policy of water resource protection in Florida?” First, in Parts II and III, this article introduces the problem and provides an overview of Florida water management district permitting and enforcement authorities and processes. Next, in Part IV, this article explores the existing legal authorities ...


"True Human Community": Catholic Social Thought, Aristotelian Ethics, And The Moral Order Of The Business Company, Scott T. Fitzgibbon Oct 2001

"True Human Community": Catholic Social Thought, Aristotelian Ethics, And The Moral Order Of The Business Company, Scott T. Fitzgibbon

Boston College Law School Faculty Papers

No abstract provided.


Tax Competition And E-Commerce, Reuven S. Avi-Yonah Sep 2001

Tax Competition And E-Commerce, Reuven S. Avi-Yonah

Articles

In the last four years, there has been increasing concern by developed countries about the potential erosion of the corporate income tax base by "harmful tax competition" (in the European Union since 1997, in the OECD since 1998). However, the data on tax competition available to date present a mixed and somewhat puzzling picture. On the one hand, there is considerable evidence that effective corporate income tax rates in many countries have been declining, and that the worldwide effective tax rates on multinational enterprises (MNEs) have been going down as well. On the other hand, macroeconomic data from developed countries ...


Pitfalls In Partnership Law Reform: Some United States Experience, Donald J. Weidner Jul 2001

Pitfalls In Partnership Law Reform: Some United States Experience, Donald J. Weidner

Scholarly Publications

No abstract provided.


Judges, Prosecutors, Jurors, And Organized Labor: Four Perspectives Of Corporate Citizenship, Noel Beasley, Janine P. Geske, Valerie P. Hans, E. Michael Mccann, Frank Daily Jul 2001

Judges, Prosecutors, Jurors, And Organized Labor: Four Perspectives Of Corporate Citizenship, Noel Beasley, Janine P. Geske, Valerie P. Hans, E. Michael Mccann, Frank Daily

Cornell Law Faculty Publications

Some people argue that the civil jury is in decline. They argue that it's not really so important to be focusing on jurors and jurors' views about corporate responsibility as it might have been in prior times. I want to raise some arguments in favor of the continuing importance of the civil jury. First of all, the cases that juries try may be very important cases in terms of the company and in terms of the role of the company vis-a-vis government regulation. Jurors are symbolic representatives of the public in the courtroom. Finding out what juries do when ...


Agenda: A Cartography Of Governance: Exploring The Province Of Environmental Ngos, University Of Colorado Boulder. School Of Law, University Of Colorado Boulder. Environmental Program, University Of Tulsa. National Energy-Environment Law & Policy Institute, University Of Colorado Boulder. United Government Of Graduate Students Apr 2001

Agenda: A Cartography Of Governance: Exploring The Province Of Environmental Ngos, University Of Colorado Boulder. School Of Law, University Of Colorado Boulder. Environmental Program, University Of Tulsa. National Energy-Environment Law & Policy Institute, University Of Colorado Boulder. United Government Of Graduate Students

A Cartography of Governance: Exploring the Province of Environmental NGOs (April 7-8)

Presented by: the Colorado Journal of International Environmental Law and Policy on April 7 & 8, 2001. Symposium director: Lakshman D. Guruswamy.

Co-sponsored by: University of Colorado School of Law, University of Colorado Environmental Program, University of Tulsa National Energy-Environment Law and Policy Institute, University of Colorado United Government of Graduate Students.

The papers and edited proceedings of the conference will be published in a special symposium issue of the Colorado Journal of International Environmental Law & Policy (CJIELP).

"The first objective of the Symposium was to understand and explore the growing importance of nongovernmental actors, and delineate the manner in which they have changed the cartography of national and international governance. The importance of this objective was demonstrated by the carnage of September 11, 2001. The recent terrorist attacks also demonstrated the extent to which we are inhabitants of a global village. This Symposium attempted to understand the manner in which two nonterrorist, nongovernmental entities have become increasingly important actors in this global village. It reviewed the manner in which corporations and NGOs are changing the geo-political and socio-economic boundaries of national and international governance.

The second objective brings special focus to bear on environmental NGOs. The second objective seeks answers to the questions: Have not-for-profits or NGOs, gone too far in diminishing the role of the public sector and the nation-state? Is the prevailing faith in the increasingly important role played by NGOs misplaced?

After establishing the importance of nongovernmental actors in national and international governance, the Symposium sought to ascertain whether not-for-profits or NGOs have gone too far in diminishing the role of the public sector and the nation-state. It also addressed the corollary issue of whether the prevailing faith in the increasingly important roles played by NGOs is misplaced.

The Symposium identified four case studies in an attempt to shed light on these questions and to acknowledge the functions that each sector is best suited to perform. Specifically, the Symposium employed the prism of environmental policy, science, and law to examine the roles played by NGOs in addressing: (1) GMOs; (2) dams; (3) wildlife and species; and (4) indigenous peoples." -- Lakshman D. Guruswamy, Cartography of Governance: An Introduction, 13 Colo. J. Int'l Envtl. L. & Pol'y 1-3 (2002).


Globalization And The Nation State, Jayantha Dhanapala Apr 2001

Globalization And The Nation State, Jayantha Dhanapala

A Cartography of Governance: Exploring the Province of Environmental NGOs (April 7-8)

15 pages.


The United Nations And Civil Society, Jayantha Dhanapala Apr 2001

The United Nations And Civil Society, Jayantha Dhanapala

A Cartography of Governance: Exploring the Province of Environmental NGOs (April 7-8)

7 pages.


Technology And Governance: The Cybersnake And The Digital Apple?, Bud Wonsiewicz Apr 2001

Technology And Governance: The Cybersnake And The Digital Apple?, Bud Wonsiewicz

A Cartography of Governance: Exploring the Province of Environmental NGOs (April 7-8)

3 pages.


A Perspective On Ngos: Statement By Mr. Mohammad Kamal Yan Yahaya, Deputy Permanent Representative Of Malaysia To The United Nations, On Agenda Item 100: Globalization And Interdependence, Datuk Hamsy Bin Agam Apr 2001

A Perspective On Ngos: Statement By Mr. Mohammad Kamal Yan Yahaya, Deputy Permanent Representative Of Malaysia To The United Nations, On Agenda Item 100: Globalization And Interdependence, Datuk Hamsy Bin Agam

A Cartography of Governance: Exploring the Province of Environmental NGOs (April 7-8)

3 pages.


Don't Disintegrate Microsoft (Yet), Alan J. Meese Apr 2001

Don't Disintegrate Microsoft (Yet), Alan J. Meese

Faculty Publications

No abstract provided.


Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch Apr 2001

Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch

Faculty Scholarship at Penn Law

No abstract provided.


Berle And Means Reconsidered At The Century's Turn, William W. Bratton Apr 2001

Berle And Means Reconsidered At The Century's Turn, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


Capital Punishment: Corporate Criminal Liability For Gross Violations Of Human Rights, Diane Marie Amann Apr 2001

Capital Punishment: Corporate Criminal Liability For Gross Violations Of Human Rights, Diane Marie Amann

Scholarly Works

These remarks were presented on February 24, 2001, in a panel concluding a conference entitled "Holding Multinational Corporations Responsible Under International Law" at Hastings College of the Law, San Francisco, California.


3rd Annual Computer & Technology Law Institute, Office Of Continuing Legal Education At The University Of Kentucky College Of Law Mar 2001

3rd Annual Computer & Technology Law Institute, Office Of Continuing Legal Education At The University Of Kentucky College Of Law

Continuing Legal Education Materials

Materials from the 3rd Annual Computer & Technology Law Institute held by UK/CLE in March 2001.


Corporate And Business Law (Annual Survey Of Virginia Law), Lyman P.Q. Johnson Jan 2001

Corporate And Business Law (Annual Survey Of Virginia Law), Lyman P.Q. Johnson

Faculty Scholarship

This article reviews changes in Virginia corporate and business law for the period from June 2000 through May 2001. Part II ex- amines legislative changes in corporate and other business stat- utes (excluding public service corporation and insurance law is- sues) based on Virginia General Assembly action in the 2001

session. Part III reviews judicial decisions during the year, in- cluding decisions addressing agency law, partnership law, and corporate law issues and principles. This article describes these decisions and, in several instances, it also critically analyzes the outcomes. Part IV summarizes a May 25, 2001, Order of the Vir- ginia ...


Don't Call Me A Securities Law Groupie: The Rise And Possible Demise Of The Group Pleading Protocol In 10b-5 Cases, William O. Fisher Jan 2001

Don't Call Me A Securities Law Groupie: The Rise And Possible Demise Of The Group Pleading Protocol In 10b-5 Cases, William O. Fisher

Law Faculty Publications

Corporations often speak through documents. Some, like press releases, may not identify an author. Others, like 10-Ks, bear the signatures of many who did not write them but sign as required by law. In many cases, groups of individuals, working together, prepare these documents. When such documents contain misstatements, plaintiffs may not know initially who wrote them. To address this difficulty, the U.S. Courts of Appeals for the Ninth and Second Circuits created a judge-made pleading protocol. This protocol permits plaintiffs to name officers, and in some cases directors, as defendants in securities fraud cases without pleading specific facts ...


Islands Of Conscious Power: Law, Norms, And The Self-Governing Corporation, Edward B. Rock, Michael L. Wachter Jan 2001

Islands Of Conscious Power: Law, Norms, And The Self-Governing Corporation, Edward B. Rock, Michael L. Wachter

Faculty Scholarship at Penn Law

No abstract provided.


Accountability Of Multinational Corporations: The Barriers Presented By Concepts Of The Corporate Juridical Entity, Phillip Blumberg Jan 2001

Accountability Of Multinational Corporations: The Barriers Presented By Concepts Of The Corporate Juridical Entity, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.


Shaming In Corporate Law, David A. Skeel Jr. Jan 2001

Shaming In Corporate Law, David A. Skeel Jr.

Faculty Scholarship at Penn Law

No abstract provided.


Two Observations On Holocaust Claims, William W. Bratton Jan 2001

Two Observations On Holocaust Claims, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


Unocal Revisited: No Tiger In The Tank, Mark J. Loewenstein Jan 2001

Unocal Revisited: No Tiger In The Tank, Mark J. Loewenstein

Articles

No abstract provided.


A Property Theory Perspective On Russian Enterprise Reform, Michael Heller Jan 2001

A Property Theory Perspective On Russian Enterprise Reform, Michael Heller

Book Chapters

Why have Russian enterprises performed so poorly since privatization? This is a problem with many answers, each independently sufficient: the bleak mix includes vacillating macroeconomic policy, endemic corruption, a corrosive tax structure, poor human capital, and so forth. Even well-performing companies must hide good results because visible profits or dividends provoke confiscatory taxation and mafia visits. In such a difficult environment, the rule of law generally, and corporate governance in particular, may seem not to count. Macroeconomic implosions dwarf subtle distinctions in corporate dividend rules or minority voting rights.


Revamping Veil Piercing For All Limited Liability Entities: Forcing The Common Law Doctrine Into The Statutory Age, Rebecca J. Huss Jan 2001

Revamping Veil Piercing For All Limited Liability Entities: Forcing The Common Law Doctrine Into The Statutory Age, Rebecca J. Huss

Law Faculty Publications

No abstract provided.


Limited Liability Companies In The Decade Of The 1990'S. Legislative And Case Law Developments And Their Implications For The Future, Charles W. Murdock Jan 2001

Limited Liability Companies In The Decade Of The 1990'S. Legislative And Case Law Developments And Their Implications For The Future, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.