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Business Organizations Law

2007

Institution
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Articles 1 - 30 of 125

Full-Text Articles in Law

Of Breaches Of The Peace, Home Invasions, And Securities Fraud, A. Christine Hurt Dec 2007

Of Breaches Of The Peace, Home Invasions, And Securities Fraud, A. Christine Hurt

Faculty Scholarship

No abstract provided.


Selected Energy Tax Credit Provisions In The Internal Revenue Code Nov 2007

Selected Energy Tax Credit Provisions In The Internal Revenue Code

William & Mary Annual Tax Conference

No abstract provided.


Primer On Energy Tax Credits, Laura Ellen Jones Nov 2007

Primer On Energy Tax Credits, Laura Ellen Jones

William & Mary Annual Tax Conference

No abstract provided.


Client Alert- Irs Issues Safe Harbor Guidance For Partnership Flip Structures In Wind Deals Nov 2007

Client Alert- Irs Issues Safe Harbor Guidance For Partnership Flip Structures In Wind Deals

William & Mary Annual Tax Conference

No abstract provided.


Tax Planning For The Philanthropically Minded Business Owner, C. Wells Hall Iii Nov 2007

Tax Planning For The Philanthropically Minded Business Owner, C. Wells Hall Iii

William & Mary Annual Tax Conference

No abstract provided.


Private Regulation Of Insider Trading In The Shadow Of Lax Public Enforcement (And A Strong Neighbor): Evidence From Canadian Firms, Anita I. Anand, Laura N. Beny Nov 2007

Private Regulation Of Insider Trading In The Shadow Of Lax Public Enforcement (And A Strong Neighbor): Evidence From Canadian Firms, Anita I. Anand, Laura N. Beny

Law & Economics Working Papers Archive: 2003-2009

Few studies have examined firms’ voluntary self-regulation of insider trading. In this article, we investigate the characteristics of Canadian firms that voluntarily adopt policies restricting trading by their insiders when they are already subject to insider trading laws. We hypothesize that certain firm-specific characteristics -- such as larger size, higher market-to-book ratio, greater firm-specific uncertainty, the presence of controlling shareholders, and cross-listing into the United States where insider trading laws are more vigorously enforced -- are positively related to a firm's propensity to adopt an insider trading policy (ITP), because insider trading is likely to be more costly for firms with ...


The Short And Puzzling Life Of The “Implicit Minority Discount” In Delaware Appraisal Law, Lawrence A. Hamermesh, Michael L. Wachter Nov 2007

The Short And Puzzling Life Of The “Implicit Minority Discount” In Delaware Appraisal Law, Lawrence A. Hamermesh, Michael L. Wachter

Faculty Scholarship at Penn Law

The “implicit minority discount,” or IMD, is a fairly new concept in Delaware appraisal law. A review of the case law discussing the concept, however, reveals that it has emerged haphazardly and has not been fully tested against principles that are generally accepted in the financial community. While control share blocks are valued at a premium because of the particular rights and opportunities associated with control, these are elements of value that cannot fairly be viewed as belonging either to the corporation or its shareholders. In corporations with widely dispersed share holdings, the firm is subject to agency costs that ...


Do Juries Add Value? Evidence From An Empirical Study Of Jury Trial Waiver Clauses In Large Corporate Contracts, Theodore Eisenberg, Geoffrey P. Miller Nov 2007

Do Juries Add Value? Evidence From An Empirical Study Of Jury Trial Waiver Clauses In Large Corporate Contracts, Theodore Eisenberg, Geoffrey P. Miller

Cornell Law Faculty Publications

We study jury trial waivers in a data set of 2,816 contracts contained as exhibits in Form 8-K filings by reporting corporations during 2002. Because these contracts are associated with events deemed material to the financial condition of SEC-reporting firms, they likely are carefully negotiated by sophisticated, well-informed parties and thus provide presumptive evidence about the value associated with the availability of jury trials. A minority of contracts, about 20 percent, waived jury trials. An additional 9 percent of contracts had arbitration clauses that effectively preclude jury trials though the reason for arbitration clauses need not specifically relate to ...


Retail Investor Remedies Under Rule 10b-5, Jennifer O'Hare Oct 2007

Retail Investor Remedies Under Rule 10b-5, Jennifer O'Hare

Working Paper Series

This paper assesses the private remedies available under Rule 10b-5 to retail investors who have been defrauded by false corporate disclosures. After comparing the treatment received by retail investors to the treatment received by institutional investors, I identify several areas in which the federal securities laws disfavor retail investors who have been defrauded by false corporate disclosures, including the creation of a two-tiered system of investor remedies for securities fraud. Institutional investors are permitted to pick and choose which law and forum offers them the most attractive chance for recovery, but retail investors typically do not have this opportunity. They ...


The Accidental Elegance Of Aronson V. Lewis, David A. Skeel Jr. Oct 2007

The Accidental Elegance Of Aronson V. Lewis, David A. Skeel Jr.

Faculty Scholarship at Penn Law

Unlike many key corporate law decisions, the 1984 Delaware Supreme Court decision in Aronson v. Lewis was not heralded by stories in the Wall Street Journal and New York Times, nor in any other newspaper of note. Even now, few people other than corporate law experts are likely to recognize the name. Yet Aronson plays a pivotal role in many corporate law decisions that do get a lot more attention. Aronson established the parameters for filing derivative litigation against the directors of a corporation (or a third party, but derivative suits against third parties are now rare). A shareholder who ...


Inside The Boardroom: A Proposal To Delaware's Good Faith Jurisprudence To Improve Board Passivity, Kay Ng Oct 2007

Inside The Boardroom: A Proposal To Delaware's Good Faith Jurisprudence To Improve Board Passivity, Kay Ng

Student Scholarship Papers

This Note has two goals. First, it seeks to explain why boards of directors at large corporations tend to stay passive in performing their monitoring role. Second, this Note argues that Delaware corporate law fails to take into consideration the factors that lead to board passivity because Delaware courts currently adopt a transaction-focused approach by only examining facts surrounding the transaction that is the subject of litigation. This Note proposes that the Delaware court looks beyond the transaction in dispute and adopts an expansive good faith evaluation for overall board operations.


Enforcing Corporate Fiduciary Duties In Bankruptcy, Kelli A. Alces Oct 2007

Enforcing Corporate Fiduciary Duties In Bankruptcy, Kelli A. Alces

Scholarly Publications

No abstract provided.


State-Corporate Crime And The Paducah Gaseous Diffusion Plant, Alan S. Bruce, Paul J. Becker Oct 2007

State-Corporate Crime And The Paducah Gaseous Diffusion Plant, Alan S. Bruce, Paul J. Becker

Sociology, Anthropology, and Social Work Faculty Publications

While criminologists have for some time examined state and corporate crime as separate entities, the concept of state-corporate crime highlighting joint government and private corporate action causing criminal harm is a recent area of study with relatively few published case studies (Matthews and Kauzlarich, 2000). This paper focuses on state-corporate crime at the Paducah Gaseous Diffusion Plant (PGDP) in Paducah, Kentucky, and contributes to the study of state-corporate crime in three ways: (1) it adds a new case study to a field in which there are few published accounts, (2) it assesses the utility of Kauzlarich and Kramer’s (1998 ...


Summary Of Nanopierce Tech. V. Depository Trust, 123 Nev. Adv. Op. No. 38, Jamie Zimmerman Sep 2007

Summary Of Nanopierce Tech. V. Depository Trust, 123 Nev. Adv. Op. No. 38, Jamie Zimmerman

Nevada Supreme Court Summaries

Appeal from a district court order dismissing a securities fraud action.


The Impact Of Sarbanes Oxley Act 2002 On Small Firms, Elina Grinberg Sep 2007

The Impact Of Sarbanes Oxley Act 2002 On Small Firms, Elina Grinberg

Honors College Theses

In reaction to major corporate scandals that rocked the corporate world in 2001 and 2002, Congress passed financial reporting reforms encompassed in the Sarbanes Oxley Act of 2002 (SOX) on July 30, 2002. Shareholder/investor interests needed to be protected, and investor confidence in the public markets needed to be restored. Although the passage of Sarbanes Oxley has restored investor confidence in financial reporting, the high costs associated with SOX compliance has financially strained most small public companies and caused many of them to go into the private sector.


All In The Family As A Single Shareholder Of An S Corporation, Douglas A. Kahn, Jeffrey H. Kahn, Terrence G. Perris Aug 2007

All In The Family As A Single Shareholder Of An S Corporation, Douglas A. Kahn, Jeffrey H. Kahn, Terrence G. Perris

Articles

Subject to a few exceptions, a corporation that has elected to be taxed under subchapter S of chapter 1 of subtitle A of title 26 of the United States tax code is not taxed on its net income. Instead, the income, deductions, credits, and other tax items of an S corporation pass through to its shareholders on a pro rata basis. To qualify for subchapter S treatment, an electing corporation must satisfy the requirements that are set forth in section 1361, one of which is that the corporation can have no more than 100 shareholders. One aspect of that requirement ...


New Principles For Company Law, Kent Greenfield Jul 2007

New Principles For Company Law, Kent Greenfield

Boston College Law School Faculty Papers

No abstract provided.


Controlling Executive Compensation Through The Tax Code, Gregg D. Polsky Jul 2007

Controlling Executive Compensation Through The Tax Code, Gregg D. Polsky

Scholarly Works

This article analyzes Internal Revenue Code § 162(m), which in general denies public companies a deduction for annual non-performance-based compensation in excess of $1,000,000 paid to senior executive officers. Congress enacted § 162(m) with the intent to reduce the overall level of executive compensation and to influence the composition of executive compensation in favor of components that are more sensitive to firm performance. Notably, § 162(m) represents the most direct Congressional effort to influence executive compensation design. In light of recent events, Congress is being called upon to once again address the perceived problem of overgenerous executive pay ...


Where's The Beef: A Few Words About Paying For Performance In Bankruptcy, Jonathan C. Lipson May 2007

Where's The Beef: A Few Words About Paying For Performance In Bankruptcy, Jonathan C. Lipson

Faculty Scholarship at Penn Law

This brief essay responds to Yair Listokin’s article, “Paying for Performance in Bankruptcy: Why CEOs Should Be Compensated with Debt,” 155 U. PA. L. REV. 777 (2007). Professor Listokin argues that we should give official creditors’ committees the power to pay management of reorganizing debtors with corporate debt. This, he argues, would properly align their incentives with those who are most likely affected, the “residual claimant” unsecured creditors. Although Professor Listokin’s proposal is a welcome addition to our literature on corporate reorganization, this essay points out several basic problems with it: • First, nothing currently prevents parties from doing ...


The Mythical Benefits Of Shareholder Control, Lynn A. Stout May 2007

The Mythical Benefits Of Shareholder Control, Lynn A. Stout

Cornell Law Faculty Publications

In "The Myth of the Shareholder Franchise," Professor Lucian Bebchuk elegantly argues that the notion that shareholders in public corporations have the power to remove directors is a myth. Although a director facing a proxy contest might find this to be a bit of an overstatement, the core idea is sound. In a public company with widely dispersed share ownership, it is difficult and expensive for shareholders to overcome obstacles to collective action and wage a proxy battle to oust an incumbent board. Nor is success likely when directors can use corporate funds to solicit proxies to stay in place ...


Hedge Funds In Corporate Governance And Corporate Control, Marcel Kahan, Edward B. Rock May 2007

Hedge Funds In Corporate Governance And Corporate Control, Marcel Kahan, Edward B. Rock

Faculty Scholarship at Penn Law

Hedge funds have become critical players in both corporate governance and corporate control. In this article, we document and examine the nature of hedge fund activism, how and why it differs from activism by traditional institutional investors, and its implications for corporate governance and regulatory reform. We argue that hedge fund activism differs from activism by traditional institutions in several ways: it is directed at significant changes in individual companies (rather than small, systemic changes), it entails higher costs, and it is strategic and ex ante (rather than intermittent and ex post). The reasons for these differences may lie in ...


Professional Ethics In Interdisciplinary Collaboratives: Zeal, Paternalism And Mandated Reporting, Alexis Anderson, Lynn Barenberg, Paul R. Tremblay Apr 2007

Professional Ethics In Interdisciplinary Collaboratives: Zeal, Paternalism And Mandated Reporting, Alexis Anderson, Lynn Barenberg, Paul R. Tremblay

Boston College Law School Faculty Papers

In this Article, the authors, two clinical law teachers and a social worker teaching in the clinic, wrestle with some persistent questions that arise in cross-professional, interdisciplinary law practice. In the past decade much writing has praised the benefits of interdisciplinary legal practice, but many sympathetic skeptics have worried about the ethical implications of lawyers working with nonlawyers, such as social workers and mental health professionals. Those worries include the difference in advocacy stances between lawyers and other helping professionals, and the mandated reporting requirements that apply to helping professionals but usually not to lawyers. This Article addresses those concerns ...


Contracting For Financial Privacy: The Rights Of Banks And Customers Under The Reauthorized Patriot Act, Aditi A. Prabhu Apr 2007

Contracting For Financial Privacy: The Rights Of Banks And Customers Under The Reauthorized Patriot Act, Aditi A. Prabhu

Student Scholarship Papers

The 2001 Patriot Act chipped away financial privacy protections by allowing law enforcement authorities easier access to bank customer records. Under the Patriot Act, federal authorities may access customer records by issuing formal subpoena-like requests under the Foreign Intelligence Surveillance Act (FISA) or informal national security letters (NSLs) to banks while prohibiting notice to any affected customers. However, the 2006 revisions to the Patriot Act permit banks to challenge FISA requests and NSLs in federal court before releasing customer records. While the Act does not require banks to make these challenges on behalf of their customers, this Paper will argue ...


Carrots For Vetogates: Incentive Systems To Promote Capital Market Gatekeeper Effectiveness, Lawrence A. Cunningham Apr 2007

Carrots For Vetogates: Incentive Systems To Promote Capital Market Gatekeeper Effectiveness, Lawrence A. Cunningham

Boston College Law School Faculty Papers

This Article contributes a novel idea to the literature on capital market gatekeepers: positive incentive systems for gatekeepers to perform functions not required of them in exchange for rewards if they perform the functions successfully. Capital market gatekeeping theory relies upon the reputations that gatekeepers are assumed to command and protect backstopped by negative threats of legal liability for failure to perform legally mandated functions. The ineffectiveness of many gatekeepers during the late 1990s and early 2000s revealed practical limitations of the reputational constraint and the reforms that responded to the failures continue to emphasize the legal duties and legal ...


Debate: Saving The World With Corporate Law?, Kent Greenfield, D. Gordon Smith Apr 2007

Debate: Saving The World With Corporate Law?, Kent Greenfield, D. Gordon Smith

Boston College Law School Faculty Papers

The current debate within corporate law is as fundamental as any time since the New Deal, when the great exchange between Merrick Dodd and A.A. Berle defined the issues for a generation of scholars. Today, the community of corporate law scholars in the United States is split between two groups. The first, heavily influenced by economic analysis of corporations, argues the merits of increasing shareholder power vis-à-vis directors. Another group, animated by concern for economic justice, challenges the traditional, shareholder-centric view of corporate law, arguing instead for a model of “stakeholder governance.” The enclosed article is an untraditional method ...


Managers’ Fiduciary Duties In Financially Distressed Corporations: Chaos In Delaware (And Elsewhere), Rutheford B. Campbell Jr., Christopher W. Frost Apr 2007

Managers’ Fiduciary Duties In Financially Distressed Corporations: Chaos In Delaware (And Elsewhere), Rutheford B. Campbell Jr., Christopher W. Frost

Law Faculty Scholarly Articles

The inherent conflict between creditors and shareholders has long occupied courts and commentators interested in corporate governance. Creditors holding fixed claims to the corporation's assets generally prefer corporate decision making that minimizes the risk of firm failure. Shareholders, in contrast, have a greater appetite for risk, because, as residual owners, they reap the rewards of firm success while sharing the risk of loss with creditors.

Traditionally, this conflict is mediated by a governance structure that imposes a fiduciary duty on the corporation's managers-its officers and directors-to maximize the value of the shareholders' interests in the firm. In this ...


Moving Toward A Federal Law Of Corporate Governance In Bankruptcy, Kelli A. Alces Apr 2007

Moving Toward A Federal Law Of Corporate Governance In Bankruptcy, Kelli A. Alces

Scholarly Publications

No abstract provided.


The Expressive Function Of Directors’ Duties To Creditors, Jonathan C. Lipson Apr 2007

The Expressive Function Of Directors’ Duties To Creditors, Jonathan C. Lipson

Faculty Scholarship at Penn Law

This Article offers an explanation of the “doctrine” of directors’ duties to creditors. Courts frequently say—but rarely hold—that corporate directors owe duties to or for the benefit of corporate creditors when the corporation is in distress. These cases are puzzling for at least two reasons. First, they link fiduciary duty to priority in right of payment, effectively treating creditors as if they were shareholders, at least for certain purposes. But this ignores the fact that priority is a complex and volatile concept. Moreover, contract and other rights at law usually protect creditors, even (especially) when a firm is ...


The State Of The Judiciary: A Corporate Perspective, Larry D. Thompson, Charles J. Cooper Apr 2007

The State Of The Judiciary: A Corporate Perspective, Larry D. Thompson, Charles J. Cooper

Scholarly Works

The rule of law depends on highly talented, independent judges who conscientiously strive to ensure that the law is consistently applied in a principled and predictable manner. This Essay addresses two potential threats to judicial independence and the rule of law that we believe warrant special attention at this time. First, inadequate judicial salaries pose a threat to the quality and independence of the judiciary. Judges' real pay has declined substantially over the past generation, even as the compensation of other callings within the legal profession has risen dramatically. This growing disparity in pay has prompted an increasing number of ...


The State Of Judiciary: A Corporate Perspective, Larry D. Thompson Apr 2007

The State Of Judiciary: A Corporate Perspective, Larry D. Thompson

Scholarly Works

The rule of law depends on highly talented, independent judges who conscientiously strive to ensure that the law is consistently applied in a principled and predictable manner This Essay addresses two potential threats to judicial independence and the rule of law that we believe warrant special attention at this time. First, inadequate judicial salaries pose a threat to the quality and independence of the judiciary. Judges' real pay has declined substantially over the past generation, even as the compensation of other callings within the legal profession has risen dramatically. This growing disparity in pay has prompted an increasing number of ...