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Articles 301 - 318 of 318
Full-Text Articles in Law
The Digital Vat (D-Vat), Richard Thompson Ainsworth
The Digital Vat (D-Vat), Richard Thompson Ainsworth
Faculty Scholarship
The most sustained U.S. tax policy debate of the past 30 years concerns proposals to replace and/ or supplement the Federal Income Tax with a consumption tax. Public finance economists and legal tax policy scholars challenged and defended the current income tax system on grounds of fairness, efficiency, and simplicity.
This debate over revamping the national taxing scheme has not been argued purely in the academic forum. Concrete legislative proposals have been advanced for a national retail sales tax, a European-style Value Added Tax, as well as a whole host of what David Bradford calls "the two-tiered consumption taxes."
From …
On The Elimination Of Fiduciary Duties: A Theory Of Good Faith For Unincorporated Firms, Andrew S. Gold
On The Elimination Of Fiduciary Duties: A Theory Of Good Faith For Unincorporated Firms, Andrew S. Gold
Faculty Scholarship
No abstract provided.
Regulation A: Small Businesses’ Search For “A Moderate Capital”, Rutheford B. Campbell Jr.
Regulation A: Small Businesses’ Search For “A Moderate Capital”, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
Small businesses are an important part of our national economy, accounting for as much as 40% of our total economic activity and providing society with important services and products.
Small businesses face daunting economic, structural, and legal impediments when they attempt to acquire external capital. The absence of financial inter-mediation services means that they are almost always on their own to find investors. Their small capital needs mean that their relative offering costs are often sky high. Federal and state securities rules significantly exacerbate these economic and structural disadvantages by imposing onerous and unwarranted conditions on their search for external …
Clark's Treatise On Corporate Law: Filling Manning's Empty Towers, Ronald J. Gilson, Reinier Kraakman
Clark's Treatise On Corporate Law: Filling Manning's Empty Towers, Ronald J. Gilson, Reinier Kraakman
Faculty Scholarship
Almost 45 years ago, in an elegantly depressive account of the then current state of corporate law scholarship, Bayless Manning announced the death of corporation law "as a field of intellectual effort." Manning left us with an affecting image of a once grand field long past its prime, rigid with formalism and empty of content:
When American law ceased to take the "corporation" seriously, the entire body of law that had been built upon that intellectual construct slowly perforated and rotted away. We have nothing left but our great empty corporate statutes towering skyscrapers of rusted girders, internally welded together …
Is The Report Of Lazarus's Death Premature? A Reply To Cameron And Postlewaite, Douglas A. Kahn
Is The Report Of Lazarus's Death Premature? A Reply To Cameron And Postlewaite, Douglas A. Kahn
Articles
Over a year ago, Ms. Faith Cuenin and I wrote an article in this Review (which I hereafter refer to as the "2004 Article") about the tax treatment of guaranteed payments under section 707(c) that are made in kind.' We concluded that a partnership does not recognize gain or loss on the making of a guaranteed payment with appreciated or depreciated property. We also concluded that the partner's basis in the property received will equal its fair market value at the time of payment, and that the payment does not affect the partner's outside basis in his partnership interest except …
A Comment On Nielsen's And Albiston's Sample Selection Methodology, And Implications For The 'Have-Nots', Laura Nyantung Beny
A Comment On Nielsen's And Albiston's Sample Selection Methodology, And Implications For The 'Have-Nots', Laura Nyantung Beny
Articles
Professors Nielsen and Albiston revisit the 1978 article, The Public Interest Law Industry, by Joel F. Handler, Betsy Ginsberg, and Arthur Snow, which presents an empirical study of the public interest law ("PIL") industry in the mid-1970s. At that time, there were only eighty-six PIL firms or public interest law organizations ("PILOs") in existence in the United States. Then, PILOs tended to be small, had relatively small operating budgets, received most of their funds from private sources, and tended to focus most of their effort in a single substantive area, among other characteristics noted by Professors Nielsen and Albiston. However, …
Prevention Of Double Deductions Of A Single Loss: Solutions In Search Of A Problem, Douglas A. Kahn, Jeffrey H. Kahn
Prevention Of Double Deductions Of A Single Loss: Solutions In Search Of A Problem, Douglas A. Kahn, Jeffrey H. Kahn
Articles
In the current tax system, a corporation is treated as a separate taxable entity. This tax system is sometimes referred to as an entity tax or a double tax system. Since a corporation is a separate and distinct entity from its owners, the shareholders, the default rule is that transfers between them are treated as realization events. Without a specific Internal Revenue Code (Code) provision providing otherwise, such transactions will also require the parties to recognize the realized gain or loss. Congress has enacted several nonrecognition corporate provisions when forcing the recognition of income could prevent changes to the form …
Atomism And The Private Merger Challenge, Paul Stancil
Atomism And The Private Merger Challenge, Paul Stancil
Faculty Scholarship
This Article explores the implications of allowing private parties to challenge mergers and acquisitions under the antitrust laws. It highlights a number of relatively recent developments in antitrust law that suggest an increase in private merger challenges in the future, and it identifies antiquated time of suit doctrines that may lead to inefficient and/or frivolous antimerger filings. It concludes by proposing several significant changes to the existing legal regime: (1) limited fee-shifting; (2) rigid time-of-suit deadlines; (3) single damages; and (4) limits on the use of postacquisition evidence to establish liability. Taken together, these reforms will allow private parties to …
Disloyalty Without Limits: "Independent" Directors And The Elimination Of The Duty Of Loyalty, J. Robert Brown Jr.
Disloyalty Without Limits: "Independent" Directors And The Elimination Of The Duty Of Loyalty, J. Robert Brown Jr.
Kentucky Law Journal
No abstract provided.
Network Neutrality: Competition, Innovation, And Nondiscriminatory Access, Tim Wu
Network Neutrality: Competition, Innovation, And Nondiscriminatory Access, Tim Wu
Faculty Scholarship
The best proposals for network neutrality rules are simple. They ban abusive behavior like tollboothing and outright blocking and degradation. And they leave open legitimate network services that the Bells and Cable operators want to provide, such as offering cable television services and voice services along with a neutral internet offering. They are in line with a tradition of protecting consumer's rights on networks whose instinct is just this: let customers use the network as they please. No one wants to deny companies the right to charge for their services and charge consumers more if they use more. But what …
China's Acquisitions Abroad - Global Ambitions, Domestic Effects, Nicholas C. Howson
China's Acquisitions Abroad - Global Ambitions, Domestic Effects, Nicholas C. Howson
Articles
In the past year or so, the world has observed with seeming trepidation what appears to be a new phenomenon-China's "stepping out" into the world economy. The move, labeled the "Going Out Strategy" by Chinese policy makers, sees China acting in the world not just as a trader of commodities and raw materials, or the provider of inexpensively-produced consumer goods for every corner of the globe, but as a driven and sophisticated acquirer of foreign assets and the equity interests in the legal entities that control such assets. The New Yorker magazine, ever topical and appropriately humorous, highlighted this attention …
Internal Controls After Sarbanes-Oxley: Revisiting Corporate Law's "Duty Of Care As Responsibility For Systems", Donald C. Langevoort
Internal Controls After Sarbanes-Oxley: Revisiting Corporate Law's "Duty Of Care As Responsibility For Systems", Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
Revisiting section 3.4.2 of Clark's Corporate Law ('Duty of Care as Responsibility for Systems") reminds us, however, that the internal controls story actually goes back many decades, and that many of the strategic issues that are at the heart of section 404 have long been contentious. My Article will briefly update Clark's account through the late 1980s and 1990s before returning to Sarbanes-Oxley and rulemaking thereunder by the SEC and the newly created Public Company Accounting Oversight Board ("PCAOB"). My main point builds on one of Clark's but digs deeper. Internal controls requirements, whether federal or state, are incoherent unless …
Corporate Power And Global Order, Dan Danielsen
Corporate Power And Global Order, Dan Danielsen
Dan Danielsen
In this chapter the author suggests that our understanding of transnational regulation and global governance would be enriched were we to think about corporations not as the 'private' other to the 'public' nation-state, but rather as legal institutions performing public regulatory functions with public welfare effects not unlike nation-states. At the same time, I suggest how a focus on the role of corporate activity and decision-making in global governance can expose new sites for political contestation and new strategies for intervention by regulators, policy-makers and activists seeking to harness and shape corporate power more effectively for the public good.
Corporate Militaries And States: Actors, Interactions And Reactions, Benedict Sheehy
Corporate Militaries And States: Actors, Interactions And Reactions, Benedict Sheehy
Benedict Sheehy
Following the military forces of the US and the UK, PMF's make up the third largest contingent in Iraq. The article examines the interaction between states and PMF's, problems with their use for both contracting states and those where the PMF is operating. It provides six case studies and an examination of state legal responses.
Shareholders, Unicorns And Stilts: An Analysis Of Shareholder Property Rights, Benedict Sheehy
Shareholders, Unicorns And Stilts: An Analysis Of Shareholder Property Rights, Benedict Sheehy
Benedict Sheehy
Abstract: Shareholders rights advocates argue that shareholders have the right to control the corporation. This article examines the basis for the claims. It begins with an analysis of rights, then moves to an analysis of legal rights, which is followed by an analysis of property rights as a species of legal rights. The article then examines the historical context, rationale and development of shareholder rights which leads to the analysis of current shareholders’ rights. The article concludes with some comments and suggestions concerning future development of corporate governance thinking.
The Seduction Of Lydia Bennet: Toward A General Theory Of Society, Marriage, And The Family, Scott T. Fitzgibbon
The Seduction Of Lydia Bennet: Toward A General Theory Of Society, Marriage, And The Family, Scott T. Fitzgibbon
Scott T. FitzGibbon
This article sketches the foundation for a general theory of society. Rejecting portrayals that make society a field of exploitation and dominance, it proposes instead an account that locates the foundation of society in its service of certain basic goods. Society is a kind of friendship. It is to be defined based on the goods of friendship and the projects that serve those goods. Its elements, including those of obligation, office, shame, and rehabilitation, further those goods. The society that emerges from this account is a "society of life." This article also proposes the concept of "components of society," reflecting …
Does Federalism Matter? Its Perplexing Role In The Corporate Governance Debate, Renee Jones
Does Federalism Matter? Its Perplexing Role In The Corporate Governance Debate, Renee Jones
Renee Jones
No abstract provided.
Good News Investors! You’Ve Got A Financial Expert On The Board: The Bad News? It Doesn’T Mean Anything, Jeffrey M. Mcfarland
Good News Investors! You’Ve Got A Financial Expert On The Board: The Bad News? It Doesn’T Mean Anything, Jeffrey M. Mcfarland
Jeffrey M McFarland
No abstract provided.