Law Commons^™

Corporations--A Survey Of The Pending West Virginia Corporation Act, Stephen R. Brooks, Steven E. Deem, Frederick L. Delp, Michael D. Foster, James P. Holland, Charles J. Kaiser Jr., Katherine P. Kenna, Charles F. Printz Jr., William A. Trainer

West Virginia Law Review

No abstract provided.

Limiting The Plaintiff Class: Rule 10b-5 And The Federal Securities Code, Michigan Law Review

Michigan Law Review

The Penn Central litigation, involving a large, publicly held corporation, illustrates the need to examine the reach of the federal antifraud provisions. This Note discusses the problem of defining the plaintiff class when the number of past and present shareholders who are potential plaintiffs is very great. Attention will center on the methods courts have used to limit the class of investors compensable under rule 10b-5. Also, the effect that enactment of present drafts of the American Law lnstitute's proposed Federal Securities Code would have on the composition of the plaintiff class in analogous actions will be discussed. Finally, the …

Basic Corporate Taxation, Stefan F. Tucker

Michigan Law Review

A Review of Basic Corporate Taxation, 2d Ed. by Douglas A. Kahn

Income Tax--Tax Free Transfers To Controlled Corporations, Frederick L. Delp, James P. Holland

West Virginia Law Review

No abstract provided.

United States V. Falstaff Brewing Corporation: Potential Competition Re-Examined, Michigan Law Review

Michigan Law Review

This Note will examine and criticize the perceived potential competition doctrine suggested by the Court. Then, it will discuss the questions raised in the concurrences concerning the use of subjective evidence and the role of incipient competitive effects. Finally, an alternative approach that focuses on the acquisition of or the possibility of acquiring small, "toehold" firms will be proposed.

Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch

University of Michigan Journal of Law Reform

The author gives the following introduction to this article: “When I was a law student, taking a course in introductory corporate law, what was heard around the halls was that most of corporate law would be learned if one understood Perlman v. Feldmann. I agree with that statement, and I have agreed more strongly each year I myself have taught introductory corporate law. Indeed, I now believe one would also learn a good deal about the significance of-the corporation in American life during the past two decades. Unfortunately, however, it seems to me-on the basis of having read everything …

Election Inspectors Have Judicially Reviewable Discretionary Authority To Determine The Validity Of Proxies (Casenote), George Lee Flint Jr

Faculty Articles

The Salgo court held that an election inspector, in a corporate proxy vote, was empowered with discretion to determine the validity of votes through a review of the transfer books. This decision marked a change from the standard course of American cases, which previously confined the inspector’s ability to a strict ministerial duty. An inspector’s discretion to review votes was limited under this interpretation. By limiting his inquiry to the transfer books, Salgo allowed the inspector to determine the validity of votes, but not who could vote.

Although the court did not apply the broader view of granting the inspector …

New Dimensions In Corporate Counseling In Environmental Law, Nicholas A. Robinson

Elisabeth Haub School of Law Faculty Publications

This article's thesis is that attorneys cannot wait any longer to begin practicing environmental law. The bar has a responsibility to insure that our laws are obeyed and implemented. In advising a client regarding compliance with environmental laws, the legal counselor has unique opportunities to advance not only the client's interests, but also the public's interest in environmental protection.

Securities - Outsiders Who Trade On Inside Information Held Accountable To The Corporation For Their Profits On The Basis Of Common Law Fiduciary Principles, Timothy J. Carson

Villanova Law Review

No abstract provided.

The Controlling Persons Provisions: Conduits Of Secondary Liability Under Federal Securities Law, Kenneth I. Levin

Villanova Law Review

No abstract provided.

Securities Regulation - An Unsuccessful Tender Offeror Has Standing To Sue The Target Corporation, The Successful Contestant, And The Underwriter, For Damages Resulting From Violations Of Section 14(E) And Rule 10b-6, Jeffrey L. Pettis

Villanova Law Review

No abstract provided.

The Form And Substance Of A Merger: A Reading Of Farris V. Glen Alden Corp., Jan G. Deutsch

Villanova Law Review

No abstract provided.

The New Annual Report To Shareholders, Robert S. Kant

Villanova Law Review

No abstract provided.

Federal Statues And Government Regulation, Various Editors

Villanova Law Review

No abstract provided.

Tax Problems Of The Straw Corporation, Louis G. Bertane

Villanova Law Review

No abstract provided.

The Rising Tide Of Reverse Flow: Would A Legislative Breakwater Violate U.S. Treaty Commitments?, Michigan Law Review

Michigan Law Review

Up to the present the United States has imposed few restrictions on foreign direct investment. It has never enacted any limitations as sweeping as those proposed by the Dent-Gaydos bill. This Note will briefly discuss the need for such restrictions and then examine the extent to which a reversal in policy is permitted by existing U.S. treaty obligations.

Comparison Of Major Tax And Legal Advantages Of Operating In An Unincorporated Form, Douglas A. Kahn

Book Chapters

As an introduction to the subject of this conference, several topics will be discussed. First, the tax and non-tax consequences of conducting business in a partnership form will be examined and compared with the consequences of doing business in a corporate form. The principle concern of this paper, however, is to examine the tax consequences of transferring property to a corporation, whether such transfer is made at the time the corporation is organized or at some subsequent date.

Federal Jursidiction And Procedure, Various Editors

Villanova Law Review

No abstract provided.