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2010

Business Organizations Law

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Full-Text Articles in Law

'Useful Illegalities' In Corporations From A Law And Economics Perspective ('Nützliche Gesetzesverletzungen' In Kapitalgesellschaften Aus Rechtsökonomischer Sicht), Martin Gelter, Kristoffel Grechenig Apr 2014

'Useful Illegalities' In Corporations From A Law And Economics Perspective ('Nützliche Gesetzesverletzungen' In Kapitalgesellschaften Aus Rechtsökonomischer Sicht), Martin Gelter, Kristoffel Grechenig

Kristoffel Grechenig

Entrepreneurship sometimes involves violations of legal norms, such as parking prohibitions, competition law, and others. According to the prevailing view in the legal literature, the agent or manager (and not the company) is required to bear the costs, even if the activity was beneficial ex ante for the company. This approach is problematic from a social welfare perspective. Since the company and its owners keep the benefits, they have an incentive to choose the optimal activity level only if they also bear the costs.

We analyze the consequences for different types of legal prohibitions and argue that for violations of ...


Corporate Social Responsibility In China: Window Dressing Or Structural Change?, Li-Wen Lin Nov 2013

Corporate Social Responsibility In China: Window Dressing Or Structural Change?, Li-Wen Lin

Li-Wen Lin

In recent years many indigenous corporate social responsibility (CSR) initiatives have emerged in China. The Chinese CSR initiatives include laws and regulations, governmental instructions and guidelines, non-governmental standards and organizations. The recent growth of the Chinese CSR initiatives deserves an analysis of the CSRdevelopment in China, especially given that China’s international image is usually associated with human rights abuses, substandard products, sweatshops, and serious environmental pollution. How sincere and serious are the Chinese CSR measures, simply window dressing or any real structural change? This article overviews major Chinese CSR initiatives and analyzes the Chinese CSR development from the perspectives ...


Third Party Access And Refusal To Deal In European Energy Networks: How Sector Regulation And Competition Law Meet Each Other, Michael Diathesopoulos Dec 2010

Third Party Access And Refusal To Deal In European Energy Networks: How Sector Regulation And Competition Law Meet Each Other, Michael Diathesopoulos

Michael Diathesopoulos

In this paper, we will analyse the issue of concurrence between competition and sector rules and the relation between parallel concepts within the two different legal frameworks. We will firstly examine Third Party Access in relation to essential facilities doctrine and refusal of access and we will identify the common points and objectives of these concepts and the extent to which they provide a context to each other’s implementation. Second, we will focus on how Commission uses sector regulation and objectives as a context within the process of implementation of competition law in the energy sector and third, we ...


Autonomy In Setting Appropriate Level Of Protection Under The Wto Law: Rhetoric Or Reality?, Michael Du Dec 2010

Autonomy In Setting Appropriate Level Of Protection Under The Wto Law: Rhetoric Or Reality?, Michael Du

Ming Du

In the World Trade Organization (WTO) jurisprudence, the Appellate Body (AB) has repeatedly affirmed that WTO Members have the prerogative right in setting any level of protection that they deem appropriate (ALOP). At the same time, WTO Agreements provide for disciplines that a WTO Member must respect when it selects regulatory measures to fulfill its ALOP. Thus, a WTO Member’s autonomy in setting its ALOP, on the one hand, and the full force of other disciplines, on the other hand, are in a constant state of tension. Then, exactly how does a panel balance a Member’s right of ...


Financing Innovation: Infrastructure Development In New Haven, 1750-1850, Thomas P. Schmidt Dec 2010

Financing Innovation: Infrastructure Development In New Haven, 1750-1850, Thomas P. Schmidt

Student Legal History Papers

The nineteenth century was a time of astonishing change in technologies of transportation. When the Constitution was ratified, to travel from New Haven to Hartford would require an arduous and uncertain trip on a rough road that could span more than a day. At the start of the twentieth century, railroads conveyed thousands of people daily along that route in a few hours, and the first automobiles were motoring over roads. The great progress in infrastructure development radically transformed the commercial, physical, and cultural landscape of America.

This transformation required great mobilizations of capital and human labor, which, in turn ...


Déjà Vu All Over Again? Reflections On Auerbach's 'Modern Corporate Tax', Reuven S. Avi-Yonah Dec 2010

Déjà Vu All Over Again? Reflections On Auerbach's 'Modern Corporate Tax', Reuven S. Avi-Yonah

Law & Economics Working Papers

This paper comments on Alan Auerbach's "A Modern Corporate Tax" (Hamilton Project/CAP, December 2010) and argues that it is not a significant improvement over previous proposals to replace the corporate tax with a cash flow tax.


On The Role And Regulation Of Proxy Advisors, Paul Rose Dec 2010

On The Role And Regulation Of Proxy Advisors, Paul Rose

Michigan Law Review First Impressions

In anticipation of proxy season-the springtime ritual where companies prepare and deliver proxy statements in preparation for annual shareholder meetings-U.S. public companies typically reexamine their corporate governance structures and policies. Many corporate governance structures that were acceptable ten years ago are now considered outmoded or even evidence of managerial entrenchment. For example, consider the classified board of directors. In recent years, many companies have shifted from a classified board of directors to an annually elected board. A company might adopt an annually-elected board structure for a number of reasons. A classified board can serve as an entrenchment device, for ...


A Contractual Approach To Shareholder Oppression Law, Benjamin Means Dec 2010

A Contractual Approach To Shareholder Oppression Law, Benjamin Means

Faculty Publications

According to standard law and economics, minority shareholders in closely held corporations must bargain against opportunism by controlling shareholders before investing. Put simply, you made your bed, now you must lie in it. Yet most courts offer a remedy for shareholder oppression, often premised on the notion that controlling shareholders owe fiduciary duties to the minority or must honor the minority's reasonable expectations. Thus, law and economics, the dominant mode of corporate law scholarship, appears irreconcilably opposed to minority shareholder protection, a defining feature of the existing law of close corporations.

This Article contends that a more nuanced theory ...


Corporate Capacity For Crime And Politics: Defining Corporate Personhood At The Turn Of The Twentieth Century, Daniel Lipton Nov 2010

Corporate Capacity For Crime And Politics: Defining Corporate Personhood At The Turn Of The Twentieth Century, Daniel Lipton

Daniel Lipton

Traditional historical accounts of corporate personhood in the early twentieth century portray corporate law as the extension of a doctrinal conflict between the real entity and artificial entity theories of the corporation. Artificial entity theory posited that the corporation was a creature of the state, and could therefore be regulated with impunity. Real entity theory maintained that corporations existed independently of the state, and therefore possessed rights, duties, and morality, as would any natural person. In the traditional narrative, corporate power expanded because real entity theory triumphed over artificial entity theory. This Note rejects that either real entity or artificial ...


Two Steps Forward, One Step Back: The 2010 Report By The Un Special Representative On Business And Human Rights, Jernej Letnar Cernic Nov 2010

Two Steps Forward, One Step Back: The 2010 Report By The Un Special Representative On Business And Human Rights, Jernej Letnar Cernic

Jernej Letnar Černič

The relationship between human rights law and business has emerged in recent years as one of the most topical to be discussed and put on the agenda almost worldwide. The activities of corporations in this globalized environment have often served as the catalyst for human rights violations; due to the lack of institutional protection, some corporations are able to exploit regulatory lacunae and the lack of human rights protection. On 9 April 2010 Professor John Ruggie, the United Nations Special Representative of the Secretary General on human rights and transnational corporations and other business enterprises, submitted his fifth Report under ...


Normalizing Match Rights, Brian J.M. Quinn Nov 2010

Normalizing Match Rights, Brian J.M. Quinn

Boston College Law School Faculty Papers

Argues that Delaware courts subject matching rights in merger agreements to a higher level of scrutiny when challenged.


Delaware Meeting Requirements: An Overview Of Delaware-Specific Issues For Stockholders' Meetings, Megan Shaner, John Zeberkiewcz Nov 2010

Delaware Meeting Requirements: An Overview Of Delaware-Specific Issues For Stockholders' Meetings, Megan Shaner, John Zeberkiewcz

Megan Wischmeier Shaner

No abstract provided.


Tax Strategies And Key Tax Issues In Selling A Business, Part 2, Robert G. Mcelroy Nov 2010

Tax Strategies And Key Tax Issues In Selling A Business, Part 2, Robert G. Mcelroy

William & Mary Annual Tax Conference

No abstract provided.


Tax Strategies And Key Tax Issues In Selling A Business, Part 1, L. Michael Gracik Jr. Nov 2010

Tax Strategies And Key Tax Issues In Selling A Business, Part 1, L. Michael Gracik Jr.

William & Mary Annual Tax Conference

No abstract provided.


Estate Planning For The Closely Held Business, Dennis I. Belcher, William I. Sanderson Nov 2010

Estate Planning For The Closely Held Business, Dennis I. Belcher, William I. Sanderson

William & Mary Annual Tax Conference

No abstract provided.


Using - And Not Losing - Tax Losses, Part 2 (Slides), Steven M. Friedman Nov 2010

Using - And Not Losing - Tax Losses, Part 2 (Slides), Steven M. Friedman

William & Mary Annual Tax Conference

No abstract provided.


Using - And Not Losing - Tax Losses, Part 1: Protecting Tax Losses From A Section 382 Ownership Change (Slides), Mark C. Van Deusen Nov 2010

Using - And Not Losing - Tax Losses, Part 1: Protecting Tax Losses From A Section 382 Ownership Change (Slides), Mark C. Van Deusen

William & Mary Annual Tax Conference

No abstract provided.


Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships (Slides), Michael G. Frankel, David A. Miller Nov 2010

Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships (Slides), Michael G. Frankel, David A. Miller

William & Mary Annual Tax Conference

No abstract provided.


Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships, Michael G. Frankel, David A. Miller Nov 2010

Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships, Michael G. Frankel, David A. Miller

William & Mary Annual Tax Conference

No abstract provided.


Panelist, Oecd Conference On Intangibles, Hugh Ault Nov 2010

Panelist, Oecd Conference On Intangibles, Hugh Ault

Hugh J. Ault

No abstract provided.


Agenda: 2010 World Energy Justice Conference: Emerging Solutions For The Energy Poor: Technological, Entrepreneurial And Institutional Challenges, University Of Colorado Boulder. Center For Energy & Environmental Security, Colorado Journal Of International Environmental Law And Policy Nov 2010

Agenda: 2010 World Energy Justice Conference: Emerging Solutions For The Energy Poor: Technological, Entrepreneurial And Institutional Challenges, University Of Colorado Boulder. Center For Energy & Environmental Security, Colorado Journal Of International Environmental Law And Policy

2010 World Energy Justice Conference (November 5)

This conference is a sequel to the 2009 World Energy Justice Conference (WEJC 2009) which began examining ways of mainstreaming safe, clean, and efficient energy for the world's Energy Poor (EP). The EP number two and a half billion people living on less than $1-2 a day who have no access to modern energy services. WEJC 2010 more fully develops these themes. WEJC 2010 will explore how the next round of global warming meetings in Cancun could design new flexibility mechanisms that give credits, for example, for the reduction of black carbon by the adoption of cookstoves, and embrace ...


Uso Social Del Suelo Ejidal Y Comunal Para El Desarrollo Equilibrado De Las Áreas Urbanas Del Estado De Puebla, Bruno L. Costantini García Nov 2010

Uso Social Del Suelo Ejidal Y Comunal Para El Desarrollo Equilibrado De Las Áreas Urbanas Del Estado De Puebla, Bruno L. Costantini García

Bruno L. Costantini García

De origen, difundir los diversos esquemas permitidos por la Ley para posibilitar la realización de proyectos con fines inmobiliarios, a efecto de que los núcleos agrarios y sus integrantes se beneficien equitativamente de la urbanización de sus tierras, coadyuvando con ello al desarrollo urbano planificado y ordenado de los centros de población del Estado de Puebla; como consecuencia, impulsar el desarrollo habitacional equilibrado de éste. Eliminar el circulo.- “necesidad de tierra – asentamiento irregular – solución de conflicto”, mediante la planeación socioeconómico de los núcleos agrarios ejidales y comunales, a fin de diseñar un mecanismo eficaz que satisfaga las necesidades de los ...


Corporations, Harry C. Sigman Nov 2010

Corporations, Harry C. Sigman

Cal Law Trends and Developments

The major 1969 corporate law developments of particular interest to the California practitioner were: (1) California appellate decisions which, at least by implication, greatly broaden the scope of a controlling shareholder's duty to minority shareholders; (2) amendments to the California Corporations Code; and (3) amendments to the Delaware General Corporation Law.


The Insignificance Of Proxy Access, Marcel Kahan, Edward B. Rock Nov 2010

The Insignificance Of Proxy Access, Marcel Kahan, Edward B. Rock

New York University Law and Economics Working Papers

The SEC recently adopted rules on proxy access. These rules grant shareholders who hold at least 3% of the company stock for three years the right to nominate directors and to have their nominees included in the company’s proxy statement. Because proxy access is viewed as dramatically lowering the costs of an election contest, both proponents and opponents of these rules predict that they will have a significant impact. Contrary to this conventional wisdom, we argue that proxy access will lead to few shareholder nominations, that most of these nominees will be defeated, and that the occasional nominee who ...


Are Corporations “Subjects” Of International Law?, José E. Alvarez Nov 2010

Are Corporations “Subjects” Of International Law?, José E. Alvarez

New York University Public Law and Legal Theory Working Papers

Courts and scholars often attempt to draw legal conclusions from the status of entities, whether states, international organizations or corporations. Debates concerning whether corporations are “subjects” of international law and the legal conclusions that supposedly follow from this are particularly vociferous within Alien Tort Claims litigation in U.S. courts. Using the Supreme Court’s recent decision in Citizens United as a cautionary tale, the author argues that drawing legal conclusions from the fact of “subject-hood” is fraught with peril, particularly in the case of corporations. He argues that such top-down approaches are likely to lead to unintended consequences and ...


Lawyers Keep Out: Why Attorneys Should Not Participate In Negotiating Critical Financial Numbers Reported By Public Company Clients, William O. Fisher Nov 2010

Lawyers Keep Out: Why Attorneys Should Not Participate In Negotiating Critical Financial Numbers Reported By Public Company Clients, William O. Fisher

BYU Law Review

No abstract provided.


Managerial Entrenchment And Shareholder Wealth Revisited: Theory And Evidence From A Recessionary Financial Market, Jay B. Kesten Nov 2010

Managerial Entrenchment And Shareholder Wealth Revisited: Theory And Evidence From A Recessionary Financial Market, Jay B. Kesten

BYU Law Review

No abstract provided.


Restoring The Balance Of Power In Corporate Management: Enforcing An Officer's Duty Of Obedience, Megan Wischmeier Shaner Oct 2010

Restoring The Balance Of Power In Corporate Management: Enforcing An Officer's Duty Of Obedience, Megan Wischmeier Shaner

Megan Wischmeier Shaner

No abstract provided.


Foreign Investment Catalogues And Investment Environment In China, Tao Liang Oct 2010

Foreign Investment Catalogues And Investment Environment In China, Tao Liang

Tao (Tim) LIANG

On 23 December 2008, the National Development and Reform Commission (“NDRC”) and Ministry of Commerce (“MOFCOM”) of People’s Republic of China jointly issued Catalogue of Foreign Investment Advantageous Industries in Central and Western China (“Central and Western Catalogue”), which became effective on 1 January 2009. This marks the second revision to the Central and Western Catalogue since its first promulgation in 2000 (the previous revision occurred in 2004). The Central and Western Catalogue was issued to supplement the Foreign Investment Industrial Guidance Catalogue (“Guidance Catalogue”) which was jointly revised by NDRC and MOFCOM on 31 October 2007 and became ...


Compliance Requirements For Chinese Automobile Market Players, Tao Liang Oct 2010

Compliance Requirements For Chinese Automobile Market Players, Tao Liang

Tao (Tim) LIANG

Since November 2009, China has passed the United States to become the biggest automobile market in the world. At the same time, China has also surpassed Japan as the largest automobile manufacturer around the world with an annual manufacture capacity of 13.759 million automobiles. In consideration of the importance of the Chinese automobile market, several international automobile giants, including Volkswagen, Toyota, GM, Chrysler, Ford and so on, are injecting more and more capitals, technology and other kind of resources into Chinese market in order to seize a bigger market share within China to leverage their business performance on a ...