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Articles 1 - 13 of 13

Full-Text Articles in Law

Judging Close Corporations In The Age Of Statutes, Ian Ayres Jan 1992

Judging Close Corporations In The Age Of Statutes, Ian Ayres

Washington University Law Review

This Article examines the interaction between courts and legislatures in developing the law that governs close corporations.


Limited Liability And Externalization Of Risk: A Comment On The Death Of Partnership, Robert W. Hillman Jan 1992

Limited Liability And Externalization Of Risk: A Comment On The Death Of Partnership, Robert W. Hillman

Washington University Law Review

No abstract provided.


Opting In And Opting Out: Bargaining For Fiduciary Duties In Cooperative Ventures, Jason Scott Johnston Jan 1992

Opting In And Opting Out: Bargaining For Fiduciary Duties In Cooperative Ventures, Jason Scott Johnston

Washington University Law Review

After surveying the Perfect-Markets analysis in Section I of this Article, Section II explores some strategic implications of its central insight regarding the imperfection of fiduciary duty protection. At the same time, by focusing just on strategic effects due to asymmetric information, the results in Section II are very limited and do not provide the backbone for a positive theory of opting in and opting out of fiduciary duties. Section III outlines how such a theory might proceed by considering a number of complicating factors that are important in the Perfect-Markets analysis and that also enrich the strategic approach in ...


Rollups Of Limited Partnerships: Questions Of Regulation And Fairness, Deborah A. Demott Jan 1992

Rollups Of Limited Partnerships: Questions Of Regulation And Fairness, Deborah A. Demott

Washington University Law Review

Rollups of limited partnerships, recently the object of attention from Congress, the Securities and Exchange Commission (SEC), and the investing public, raise many conflict-of-interest questions similar to those leveraged buyouts (LBOs) present. To be sure, LBOs and rollups differ in many ways; they tend, nonetheless, to share features that induce squeamishness in many observers.


The Economic Efficiency Of Close Corporation Law: A Comment, Geoffrey P. Miller Jan 1992

The Economic Efficiency Of Close Corporation Law: A Comment, Geoffrey P. Miller

Washington University Law Review

No abstract provided.


Partnerships, Limited Liability Companies, And Taxes: A Comment On The Survival Of Organizational Forms, Saul Levmore Jan 1992

Partnerships, Limited Liability Companies, And Taxes: A Comment On The Survival Of Organizational Forms, Saul Levmore

Washington University Law Review

No abstract provided.


The Deregulation Of Limited Liability And The Death Of Partnership, Larry E. Ribstein Jan 1992

The Deregulation Of Limited Liability And The Death Of Partnership, Larry E. Ribstein

Washington University Law Review

This Article suggests that the partnership form is attractive for many firms on the margin only because of the regulatory costs of limited liability, including double corporate taxation and limitations on organizational form.


Bargaining For Fiduciary Duties: Preserving The Vulnerability Of The Disadvantaged?, John A. C. Hetherington Jan 1992

Bargaining For Fiduciary Duties: Preserving The Vulnerability Of The Disadvantaged?, John A. C. Hetherington

Washington University Law Review

No abstract provided.


Lessons Of An Outside Director, Murray Weidenbaum Jan 1992

Lessons Of An Outside Director, Murray Weidenbaum

Washington University Law Review

The three sacred cows that will be engaged (let us not say slaughtered) are: (1) the widespread knowledge that leveraged buyouts (LBOs) only benefit a few insider wheeler-dealers (also rejected is the converse belief that all LBOs contribute to a healthier economy); (2) takeovers are uniformly good for shareholders; and (3) investment bankers are the appropriate folks to pass judgment on whether a board should approve a proposed acquisition, merger, or sale.


Foreword—Evolving Business Associations: Understanding The Role Of Law, Robert B. Thompson Jan 1992

Foreword—Evolving Business Associations: Understanding The Role Of Law, Robert B. Thompson

Washington University Law Review

This Symposium presents an array of provocative articles and commentary addressing law as applied to close corporations and going-private enterprises. These articles define anew how we think about the business firm and also offer guidance for defining the role of law and private ordering for all business enterprises.


The 1980s—Did We Save The Stockholders While The Corporation Burned?, Andrew G. T. Moore Ii Jan 1992

The 1980s—Did We Save The Stockholders While The Corporation Burned?, Andrew G. T. Moore Ii

Washington University Law Review

Although the long-range ramifications of the takeover craze are not yet known, one thing is clear: the 1980s changed the way American corporations do business. I suspect that the effects of the era have changed or will change the way in which America looks at corporations. In retrospect, many ask why this era of mega-mergers happened and why nothing was done to control events that seemed to be endangering the entire economy and the livelihood of millions. In order to appreciate these events, however, it is necessary to understand the environment in which they occurred.


State Competition For Close Corporation Charters: A Commentary, Roberta Romano Jan 1992

State Competition For Close Corporation Charters: A Commentary, Roberta Romano

Washington University Law Review

No abstract provided.


Opting In And Out Of Fiduciary Duties In Cooperative Ventures: Refining The So-Called Coasean Contract Theory, Charles Rogers O'Kelley Jr. Jan 1992

Opting In And Out Of Fiduciary Duties In Cooperative Ventures: Refining The So-Called Coasean Contract Theory, Charles Rogers O'Kelley Jr.

Washington University Law Review

No abstract provided.