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Articles 1 - 30 of 148
Full-Text Articles in Business Organizations Law
Mining Partnerships, A New Perspective On An Old Theory, Harry L. Mathison Jr.
Mining Partnerships, A New Perspective On An Old Theory, Harry L. Mathison Jr.
Journal of Natural Resources & Environmental Law
No abstract provided.
The Successorship Clause Of The National Bituminous Coal Wage Agreement: A Survey Of Federal Court Cases, Ronald E. Meisburg
The Successorship Clause Of The National Bituminous Coal Wage Agreement: A Survey Of Federal Court Cases, Ronald E. Meisburg
Journal of Natural Resources & Environmental Law
No abstract provided.
Who's Causing The Harm?, Catherine A. Hardee
Who's Causing The Harm?, Catherine A. Hardee
Kentucky Law Journal
No abstract provided.
Public Benefit Corporations In Kentucky: What Impact Should Kentucky Corporations Expect?, Mary Katherine Kington
Public Benefit Corporations In Kentucky: What Impact Should Kentucky Corporations Expect?, Mary Katherine Kington
Kentucky Law Journal
No abstract provided.
The New Regulation Of Small Business Capital Formation: The Impact—If Any—Of The Jobs Act, Rutheford B. Campbell Jr.
The New Regulation Of Small Business Capital Formation: The Impact—If Any—Of The Jobs Act, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
The Jumpstart Our Business Startups Act (JOBS Act) was—at least apparently—driven by the desire to promote job creation by facilitating small business capital formation. The legislation was premised on the correct assumptions that small businesses create jobs and that an efficient access to capital is essential for small businesses to emerge, compete, and survive in our competitive, market economy. It is certain that the JOBS Act will have an effect on businesses’ access to external capital. With regard, however, to the capital formation efforts of small businesses—businesses that may account for more than 25% of our national economy—the analysis offered …
Valuation In Light Of Uncertainty: How Stock Option Pricing Models Can Inform More Accurate Valuation Discounts For Built-In Gains, Rebecca N. Morrow
Valuation In Light Of Uncertainty: How Stock Option Pricing Models Can Inform More Accurate Valuation Discounts For Built-In Gains, Rebecca N. Morrow
Kentucky Law Journal
No abstract provided.
Corporate Voluntarism And Liability For Human Rights In A Post-Kiobel World, Robert C. Bird, Daniel R. Cahoy, Lucien J. Dhooge
Corporate Voluntarism And Liability For Human Rights In A Post-Kiobel World, Robert C. Bird, Daniel R. Cahoy, Lucien J. Dhooge
Kentucky Law Journal
No abstract provided.
Tackling Shareholder Short-Termism And Managerial Myopia, Emeka Duruigbo
Tackling Shareholder Short-Termism And Managerial Myopia, Emeka Duruigbo
Kentucky Law Journal
No abstract provided.
Normative Justifications For Lax (Or No) Corporate Fiduciary Duties: A Tale Of Problematic Principles, Imagined Facts And Inefficient Outcomes, Rutheford B. Campbell Jr.
Normative Justifications For Lax (Or No) Corporate Fiduciary Duties: A Tale Of Problematic Principles, Imagined Facts And Inefficient Outcomes, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
Corporate fiduciary duty standards are at an all-time low in this country. Ironically, the deterioration in standards has come to full maturity during the last two decades, a period of significant and notorious corporate managerial failures.
The deterioration in the standards by which we measure the appropriateness of the actions of corporate managers has been fueled by influential judges' and scholars' ("Advocates"'), who vigorously-and seemingly quite effectively-argue in favor of a lax fiduciary duty regime for corporate managers.
Normative justifications for lax corporate fiduciary duty standards, however, are weak. The justifications fail to provide a persuasive reason to abandon the …
Say On Pay's Bundling Problems, Andrew C. W. Lund
Say On Pay's Bundling Problems, Andrew C. W. Lund
Kentucky Law Journal
No abstract provided.
Normative Justifications For Lax (Or No) Corporate Fiduciary Duties: A Tale Of Problematic Principles, Imagined Facts And Inefficient Outcomes, Rutheford B. Campbell Jr.
Normative Justifications For Lax (Or No) Corporate Fiduciary Duties: A Tale Of Problematic Principles, Imagined Facts And Inefficient Outcomes, Rutheford B. Campbell Jr.
Kentucky Law Journal
No abstract provided.
The “New” Fiduciary Standards Under The Revised Uniform Liability Company Act: More Bottom Bumping From Nccusl, Rutheford B. Campbell Jr.
The “New” Fiduciary Standards Under The Revised Uniform Liability Company Act: More Bottom Bumping From Nccusl, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
Between 1995 and 2001, the influential National Conference of Commissioners on Uniform State Laws (NCCUSL) promulgated iterations of uniform laws pertaining to partnerships, limited partnerships and limited liability companies. One or more of those acts have been widely adopted by state legislatures.
Each of the three acts—the Uniform Partnership Act (1997) (RUPA), the Uniform Limited Partnership Act (2001) (ULPA (2001)), and the Uniform Limited Liability Company Act (1996) (ULLCA)—contains identical fiduciary duty provisions. The acts all adopt the same standards for the duty of care and the duty of loyalty, and offer parties the same limited rights to opt out …
Bumping Along The Bottom: Abandoned Principles And Failed Fiduciary Standards In Uniform Partnership And Llc Statutes, Rutheford B. Campbell Jr.
Bumping Along The Bottom: Abandoned Principles And Failed Fiduciary Standards In Uniform Partnership And Llc Statutes, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
Over the last decade or so, the National Conference of Commissioners on Uniform State Laws (NCCUSL) has promulgated a series of uniform laws dealing with unincorporated business entitites. The Uniform Partnership Act (1997) (RUPA), the Uniform Limited Partnership Act (2001) (ULPA (2001)), and the Uniform Limited Liability Company Act (1996) (ULLCA) are recent and important iterations of these uniform laws. One or more of these Acts have been adopted in many states and are certain to garner additional adoptions in the coming years.
Each of the Acts contains provisions that prescribe the fiduciary duties of the entity's managers. The managers' …
The 2007 Amendments To The Kentucky Business Entity Statutes, Thomas E. Rutledge
The 2007 Amendments To The Kentucky Business Entity Statutes, Thomas E. Rutledge
Kentucky Law Journal
No abstract provided.
Managers’ Fiduciary Duties In Financially Distressed Corporations: Chaos In Delaware (And Elsewhere), Rutheford B. Campbell Jr., Christopher W. Frost
Managers’ Fiduciary Duties In Financially Distressed Corporations: Chaos In Delaware (And Elsewhere), Rutheford B. Campbell Jr., Christopher W. Frost
Law Faculty Scholarly Articles
The inherent conflict between creditors and shareholders has long occupied courts and commentators interested in corporate governance. Creditors holding fixed claims to the corporation's assets generally prefer corporate decision making that minimizes the risk of firm failure. Shareholders, in contrast, have a greater appetite for risk, because, as residual owners, they reap the rewards of firm success while sharing the risk of loss with creditors.
Traditionally, this conflict is mediated by a governance structure that imposes a fiduciary duty on the corporation's managers-its officers and directors-to maximize the value of the shareholders' interests in the firm. In this traditional view, …
Corporate Deferred Prosecutions Through The Looking Glass Of Contract Policing, Candace Zierdt, Ellen S. Podgor
Corporate Deferred Prosecutions Through The Looking Glass Of Contract Policing, Candace Zierdt, Ellen S. Podgor
Kentucky Law Journal
No abstract provided.
Bumping Along The Bottom: Abandoned Principles And Failed Fiduciary Standards In Uniform Partnership And Llc Statutes, Rutheford B. Campbell Jr.
Bumping Along The Bottom: Abandoned Principles And Failed Fiduciary Standards In Uniform Partnership And Llc Statutes, Rutheford B. Campbell Jr.
Kentucky Law Journal
No abstract provided.
Introducing The Law Of Nonprofit Organizations And Philanthropy, David A. Brennen
Introducing The Law Of Nonprofit Organizations And Philanthropy, David A. Brennen
Law Faculty Scholarly Articles
On January 5,2007, the Nonprofit and Philanthropy Law Section of AALS held its first program at the AALS Annual Meeting in Washington, D.C. The program, entitled "State-Level Legal Reform of the Law of Nonprofit Organizations," was a fitting way to launch what should prove to be a valuable contribution to the study of law relating to nonprofit organizations and philanthropy. This burgeoning area of academic legal study is well poised to grow by leaps and bounds in the coming years due to its impact on many traditional areas of legal study, including tax law, corporate law, estate law, trust law, …
Modern Partnership Law Comes To Kentucky: Comparing The Kentucky Revised Uniform Partnership Act And The Uniform Act From Which It Was Derived, Allan W. Vestal, Thomas E. Rutledge Jr.
Modern Partnership Law Comes To Kentucky: Comparing The Kentucky Revised Uniform Partnership Act And The Uniform Act From Which It Was Derived, Allan W. Vestal, Thomas E. Rutledge Jr.
Kentucky Law Journal
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 …
"The Law Does Not Perfectly Comprehend....": The Inadequacy Of The Gross Negligence Duty Of Care Standard In Unincorporated Business Organizations, J. William Callison
"The Law Does Not Perfectly Comprehend....": The Inadequacy Of The Gross Negligence Duty Of Care Standard In Unincorporated Business Organizations, J. William Callison
Kentucky Law Journal
No abstract provided.
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.
Kentucky Corporate Fiduciary Duties, Rutheford B. Campbell Jr.
Kentucky Corporate Fiduciary Duties, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
In this article I offer an interpretation of Kentucky's corporate fiduciary law. The article is positive, in that it attempts to explain our law by reference to certain principles. The article is also normative, however, in that it offers constructive criticism regarding parts of Kentucky fiduciary law and suggests changes, refinements, and clarifications intended to promote fairness and economic efficiency in Kentucky corporations.
Both the positive and the normative aspects of this piece recognize the importance of the common law developments in Delaware (and other states) and the importance of the law and economics movement. I suggest, however, that Kentucky …
Corporate Fiduciary Duties In Kentucky, Rutheford B. Campbell Jr.
Corporate Fiduciary Duties In Kentucky, Rutheford B. Campbell Jr.
Kentucky Law Journal
No abstract provided.
The Lost Distinction Between Agency And Decisional Authority: Unfortunate Consequences Of The Member-Managed Versus Manager-Managed Distinction In The Limited Liability Company, Thomas E. Rutledge
The Lost Distinction Between Agency And Decisional Authority: Unfortunate Consequences Of The Member-Managed Versus Manager-Managed Distinction In The Limited Liability Company, Thomas E. Rutledge
Kentucky Law Journal
No abstract provided.
Revised Uniform Partnership Act: Anomalies Of A Simplified, Modernized Partnership Law, Clay B. Wortham
Revised Uniform Partnership Act: Anomalies Of A Simplified, Modernized Partnership Law, Clay B. Wortham
Kentucky Law Journal
No abstract provided.
The Ethical Obligation Of Transactional Lawyer To Act As Gatekeepers, Rutheford B. Campbell Jr., Eugene R. Gaetke
The Ethical Obligation Of Transactional Lawyer To Act As Gatekeepers, Rutheford B. Campbell Jr., Eugene R. Gaetke
Law Faculty Scholarly Articles
Recent examples of managerial misconduct at major corporations have called into question the adequacy of the gatekeeper role provided by transactional lawyers representing corporations. That role is governed by Model Rule 1.13(b), which obligates the lawyer for a corporation to take remedial action if the lawyer knows that corporate managers are engaged in actions that amount to a "violation of a legal obligation" to the corporation or that are unlawful and likely to result in substantial injury to the corporation. In addition, Model Rule 1.2(d) forbids a lawyer from lending assistance to any action by corporate managers "that the lawyer …
The Impact Of Modern Finance Theory In Acquisition Cases, Rutheford B. Campbell Jr.
The Impact Of Modern Finance Theory In Acquisition Cases, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
In February of 1983, the Supreme Court of Delaware decided Weinberger v. UOP, Inc. The case holds that, in determining the present value of a corporation involved in an acquisition, courts are free to use “any techniques or methods [of valuation] which are generally considered acceptable in the financial community…”
The rule in Delaware prior to Weinberger required courts to determine the present value of a corporation by use of the Delaware block method of valuation exclusively. The Delaware block method, however, is a poor way to determine the present value of a corporation. As a result, even before the …
Pragmatic Reform: Lessons From The South African Experiment, J. William Callison
Pragmatic Reform: Lessons From The South African Experiment, J. William Callison
Kentucky Law Journal
No abstract provided.
Reforming Business Entity Law To Stimulate Economic Growth Among The Marginalized: The Modern South African Experienc, Johan J. Henning
Reforming Business Entity Law To Stimulate Economic Growth Among The Marginalized: The Modern South African Experienc, Johan J. Henning
Kentucky Law Journal
No abstract provided.