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Articles 1 - 13 of 13
Full-Text Articles in Law
Corporate Preferences To Insiders, John C. Mccoid Ii
Corporate Preferences To Insiders, John C. Mccoid Ii
South Carolina Law Review
No abstract provided.
Corporate Law Through An Antitrust Lens, Edward B. Rock
Corporate Law Through An Antitrust Lens, Edward B. Rock
All Faculty Scholarship
No abstract provided.
Germany's Legal Protection For Women Workers Vis-À-Vis Illegal Employment Discrimination In The United States: A Comparative Perspective In Light Of Johnson Controls, Carol D. Rasnic
Michigan Journal of International Law
This article will review the major German laws affecting women in the workplace, including clarification of the rationales of the German Bundestag (parliament). Comparative remarks regarding U.S. law and an analysis of Johnson Controls will place the two bodies of law in juxtaposition. Finally, an explanatory historical overview will allow the reader to draw his or her own conclusions as to the preferred view of the legal status of the working woman.
Drafting Dispute Resolution Clauses For Western Investment And Joint Ventures In Eastern Europe, Mary Theresa Kaloupek
Drafting Dispute Resolution Clauses For Western Investment And Joint Ventures In Eastern Europe, Mary Theresa Kaloupek
Michigan Journal of International Law
This Note discusses issues the practitioner should consider in drafting a dispute resolution provision for a client investing in one of the newly democratizing countries. Part I will discuss arbitration law in Eastern Europe; the dispute resolution provisions in the various foreign investment laws; the applicable national law; and each nation's enforcement procedures for arbitral awards issued in other nations. Part II reviews the dispute resolution provisions in various bilateral and multilateral treaties relating to foreign investment including the Convention on the Settlement of Investment Disputes (ICSID Convention) and the informal agreements between the American Arbitration Association (AAA) and the …
Running The Asylum: Governance Problems In Bankruptcy Reorganizations, Christopher W. Frost
Running The Asylum: Governance Problems In Bankruptcy Reorganizations, Christopher W. Frost
Law Faculty Scholarly Articles
Like much of life, the study of bankruptcy is the study of leverage. Chapter 11 of the United States Bankruptcy Code may be appropriately described as providing a framework within which interested parties may negotiate solutions to the problems facing a troubled company. The allocation of leverage to the negotiating parties is critical to the ultimate outcome of the process. In any negotiation setting control over the bargaining process is a key item of leverage. This Article proposes a framework for analysis and suggests solutions to the problem of control over corporations during the pendency of a Chapter 11 reorganization …
"Reasonable Expectations" Define Board Power To Liquidate A Solvent Close Corporation In Bankruptcy, Shelby D. Green
"Reasonable Expectations" Define Board Power To Liquidate A Solvent Close Corporation In Bankruptcy, Shelby D. Green
Elisabeth Haub School of Law Faculty Publications
This Article will argue that, in the absence of contrary provisions in the articles of incorporation, the power of the board of directors of a solvent close corporation to file a voluntary petition for liquidation in bankruptcy must be determined by the theory of “reasonable expectations.” This doctrine not only addresses wrongdoing by those in control, but also defines the power and rights of close corporation participants. Part II briefly considers the uses of bankruptcy in recent years and comments on the peculiar occasion of a solvent corporation deciding to liquidate in bankruptcy. Part III summarizes the facts and identifies …
Common Law Duties Of Non-Director Corporate Officers, Lawrence A. Hamermesh, A. Gilchrist Sparks
Common Law Duties Of Non-Director Corporate Officers, Lawrence A. Hamermesh, A. Gilchrist Sparks
Lawrence A. Hamermesh
No abstract provided.
Filling Gaps In The Close Corporation Contract: A Transaction Cost Analysis, Charles R.T. O'Kelley
Filling Gaps In The Close Corporation Contract: A Transaction Cost Analysis, Charles R.T. O'Kelley
Scholarly Works
This Article develops a more refined transaction-cost based theory which explains: why rational investors in jointly owned, closely held firms initially choose corporate form; why they leave the contractual gaps that they do; and how efficiency-minded judges should respond to postharmony disputes made possible by the form chosen and the gaps left. My theory takes into account not only the possibility that investors should have chosen partnership law, but also the advantages and disadvantages of organizing production as an implicit team, via long-term contracts between separate businesses or as a sole proprietorship. In explicating this theory of form choice, the …
State Responsibility In Case Of Stabilization Clauses, F. V. Garcia-Amador
State Responsibility In Case Of Stabilization Clauses, F. V. Garcia-Amador
Florida State University Journal of Transnational Law & Policy
Modern concession agreements between States and foreign corporations sometimes contain, in addition to choice-of-law clauses, the specific commitment on the part of the contracting State not to alter the terms of the concession, by legislation or by any other means, without the consent of the other contracting party. These stipulations are usually known as "stabilization" clauses. The commitment embodied in these clauses poses a special situation from the standpoint of State responsibility. Before discussing such a situation, let us first see what is the traditional position as to the international responsibility of States for measures affecting contractual rights, and also, …
Public Values And Corporate Fiduciary Law, William W. Bratton
Public Values And Corporate Fiduciary Law, William W. Bratton
All Faculty Scholarship
No abstract provided.
Why Have Chapter 11 Bankruptcies Failed So Miserably? A Reappraisal Of Congressional Attempts To Protect A Corporation's Net Operating Losses After Bankruptcy, Michelle A. Cecil
Why Have Chapter 11 Bankruptcies Failed So Miserably? A Reappraisal Of Congressional Attempts To Protect A Corporation's Net Operating Losses After Bankruptcy, Michelle A. Cecil
Faculty Publications
This Article will first outline the history of judicial and statutory limitations on the free transferability of net operating losses, highlighting congressional attempts to afford more favorable treatment to troubled corporations reorganizing in Title 11 proceedings. It will then examine the operation of section 382 of the 1986 Code, again focusing on those provisions designed to assist in the successful reorganization of these corporations, and will demonstrate the wholesale inability of these provisions to preserve the net operating losses of troubled corporations. Finally, the Article will propose an amendment to section 382 that would increase the likelihood that corporations will …
Paramount: The Mixed Merits Of Mush, Alan E. Garfield
Paramount: The Mixed Merits Of Mush, Alan E. Garfield
Alan E Garfield
The Article critiques the Delaware Supreme Court’s 1990 decision, Paramount Communications, Inc. v. Time Inc. It argues that Paramount left no clear standards in its wake. While the decision seemed to lean in favor of more managerial discretion in the takeover context, it was not clear how far it leaned, or how closely tied the court’s reasoning was to the peculiar facts of the case. While other commentators critiqued Paramount for its management bias, this article instead focuses on the decision’s murkiness. It considers the merits of moving takeover jurisprudence away from the clearer standards that had been evolving in …
Developments In The Law, "Nonprofit Corporations" (Iii. Tax Exemption), Renee Jones
Developments In The Law, "Nonprofit Corporations" (Iii. Tax Exemption), Renee Jones
Renee Jones
No abstract provided.