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Articles 1 - 16 of 16
Full-Text Articles in Law
Tax, Trade And Harmful Tax Competition: Reflections On The Fsc Controversy, Reuven S. Avi-Yonah
Tax, Trade And Harmful Tax Competition: Reflections On The Fsc Controversy, Reuven S. Avi-Yonah
Articles
This article contrasts three approaches to dealing with the BEPS problem: adopting a unitary taxation regime, ending deferral, and adopting anti-base-erosion measures. It concludes that while the first approach is the best long-term option, the other two are more promising as immediate candidates for adoption in the context of U.S. tax reform and the OECD BEPS project.
Poison Pills And The European Case, Jeffrey N. Gordon
Poison Pills And The European Case, Jeffrey N. Gordon
University of Miami Law Review
No abstract provided.
Looking A Gift Horse In The Mouth: An Analysis Of Free Internet Stock Offerings, Joel Michael Schwarz
Looking A Gift Horse In The Mouth: An Analysis Of Free Internet Stock Offerings, Joel Michael Schwarz
Michigan Telecommunications & Technology Law Review
How much should an investor pay for one share of stock in Yahoo? Or a share of stock in America Online? As publicly traded companies, one need only consult the stock charts in any local newspaper to determine the value the market has placed on these shares. Despite what many Internet sector analysts have professed to be astronomically high valuations, these publicly traded companies possess easily verifiable valuations determined by the free market forces that constitute the building blocks of our economy, and safeguarded by the oversight of federal regulators such as the Securities & Exchange Commission ("SEC"). But what …
Choice Of Small Business Tax Entity, John W. Lee
Choice Of Small Business Tax Entity, John W. Lee
Faculty Publications
This article summarizes parts of Lee’s forthcoming article “A Populist Political Perspective of the Business Tax Entities Universe: Hey the Stars Might Lie But the Numbers Never Do,” 78 Texas L. Rev. 885 (2000). Conventional wisdom, says Lee, holds that the LLC, due to its limited liability and hassle-free single level of taxation, will supplant C and S corporations as the choice of entity for new businesses. In fact, in most jurisdictions corporate formations outnumber LLC formations 2:1 or more, and IRS Statistics of Income (SOI) projects that the S corporation will be the fastest growing tax entity for 2000 …
Shareholder Oppression In Close Corporations: The Unanswered Question Of Perspective, Douglas K. Moll
Shareholder Oppression In Close Corporations: The Unanswered Question Of Perspective, Douglas K. Moll
Vanderbilt Law Review
The doctrine of shareholder oppression protects the close corporation minority stockholder from the improper exercise of majority control.! Nevertheless, when a close corporation minority shareholder asserts that the majority shareholder has acted "oppressively" towards him, the minority's chance of success may very well depend on the perspective from which shareholder oppression is viewed. Consider the following two decisions:
In Priebe v. O'Malley, the controlling shareholders of a close corporation terminated the employment of Myron Priebe, a minority shareholder, for "unsatisfactory" work performance.! Priebe sued, asserting that the termination amounted to oppressive conduct! The trial court noted that "Priebe was not …
Characteristics Of Soulless Persons: The Applicability Of The Character Evidence Rule To Corporations, Susanna Ripken
Characteristics Of Soulless Persons: The Applicability Of The Character Evidence Rule To Corporations, Susanna Ripken
Susanna K. Ripken
The article discusses the nature of corporate personhood and the propriety of using certain types of evidence to prove corporate misconduct. Under Federal Rule of Evidence 404, the character evidence rule, evidence of a person's bad character generally is not admissible to prove that a person acted in conformity with that character on a particular occasion. Although the rule serves to protect individuals in both criminal and civil cases, no consensus exists as to whether the character evidence rule should apply with equal force to corporations. This article argues that the ban on character evidence should not be extended to …
Why I Do Not Teach Van Gorkom, Lawrence A. Hamermesh
Why I Do Not Teach Van Gorkom, Lawrence A. Hamermesh
Lawrence A. Hamermesh
No abstract provided.
Delaware Corporation Law And Transaction Cost Engineering, Charles R.T. O'Kelley
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
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.
Perspective: Foreign Direct Investments In China - Practical Problems Of Complying With China's Company Law And Laws For Foreign-Invested Enterprises, Anyuan Yuan
Northwestern Journal of International Law & Business
Foreign investors in China face a legal system and legal issues that are very different from those found in the United States. This article seeks to illustrate some of the important differences in China's corporate law that govern or affect foreign investors' interests. The purpose of this article is to help foreign investors become aware of legal problems and investment risks in creating a foreign-invested enterprise in China. This article also proposes changes to existing Chinese laws that will more reasonably accommodate the legal concerns and protect the legal interests of foreign investors (as well as incidentally benefiting domestic Chinese …
Delaware Law As Applied Public Choice Theory: Bill Cary And The Basic Course After Twenty-Five Years, William W. Bratton
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.
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
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
Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll
All Faculty Scholarship
No abstract provided.
Corporate Governance Lessons From Russian Enterprise Fiascos, Merritt B. Fox, Michael A. Heller
Corporate Governance Lessons From Russian Enterprise Fiascos, Merritt B. Fox, Michael A. Heller
Articles
This Article draws on a rich array of deviant behavior in Russian enterprises to craft lessons for corporate governance theory. First, Professors Fox and Heller define corporate governance by looking to the economic functions of the firm. Based on this definition, they develop a typology that comprehensively shows all the channels through which bad corporate governance can inflict damage on a country's real economy. Second, they explain the causes of Russian enterprise fiascoes by looking to the particular initial conditions prevailing at privatization-untenable firm boundaries and insider allocation of firm shares-and the bargaining dynamics that have followed. This focus offers …
The Promise And Perils Of Strategic Publication To Create Prior Art: A Response To Professor Parchomovsky, Rebecca S. Eisenberg
The Promise And Perils Of Strategic Publication To Create Prior Art: A Response To Professor Parchomovsky, Rebecca S. Eisenberg
Articles
In a provocative recent article in the Michigan Law Review, Professor Gideon Parchomovsky observes that a firm racing with a competitor to make a patentable invention might find it strategically advantageous to publish interim research results rather than risk losing a patent race. This strategy exploits legal rules limiting patent protection to technological advances that are new and "nonobvious" in light of the "prior art" or preexisting knowledge in the field. By publishing research results, a firm adds to the prior art and thereby limits what may be patented in the future. Parchomovsky posits that, before it is able to …
Directors' Duties: The Impact Of The Company Directors Disqualification Act, Adrian Walters
Directors' Duties: The Impact Of The Company Directors Disqualification Act, Adrian Walters
Adrian J Walters
No abstract provided.