Business Organizations Law Commons^™

Commercial Bribery And The Sherman Act: The Case For Per Se Illegality, Franklin A. Gevurtz

University of Miami Law Review

No abstract provided.

Ex Parte Interviews With Enterprise Employees: A Post-Upjohn Analysis, Louis A. Stahl

Washington and Lee Law Review

No abstract provided.

The Due Process Clause And The Commerce Clause: Two New And Easy Tests For Nexus In Tax Cases, Thomas E. Mchugh, R. Michael Reed

West Virginia Law Review

No abstract provided.

An Overview Of The 1987 Arkansas Business Corporation Act, Timothy D. Brewer

University of Arkansas at Little Rock Law Review

No abstract provided.

Don't Take It Personally - Limited Liability For Attorney Shareholders Under Florida's Professional Service Corporation Act, James M. Grippando

Florida State University Law Review

Multimillion dollar lawsuits and rising malpractice insurance premiums have heightened professional interest in limited liability. In this Article, James M. Grippando examines limited liability as it applies to Florida professional service corporations with attorney shareholders. Grippando provides a detailed analysis of the Florida Professional Services Corporation Act and the court decisions construing it. He concludes that the Act as written provides limited liability for professionals in general and discusses public policy considerations courts have weighed and should weigh in determining whether attorneys in particular should enjoy limited liability.

Directors' Standard Of Care And Directors' Liability Under The Virginia Stock Corporation Act

Washington and Lee Law Review

No abstract provided.

Is Silence Golden? A Director's Duty To Disclose Preliminary Merger And Acquisition Negotiations , Lawrence G. Nusbaum, Iii, David C. Young

Washington and Lee Law Review

No abstract provided.

Employee Equity Incentive Plans For Small Companies: A Proposal For A Specific Registration Exemption From The 1933 Act

Washington and Lee Law Review

No abstract provided.

Virginia's Affiliated Transactions Article: The Death Of Two-Tiered Takeovers In Virginia?

Washington and Lee Law Review

No abstract provided.

Alleging Demand Futility In Federal Court

Washington and Lee Law Review

No abstract provided.

Department Of Corporations, J. Stahl, S. Strand

California Regulatory Law Reporter

No abstract provided.

Corporate Extortion In Japan: Sokaiya Endure Commercial Code Amendment, Dean L. Rostrom

BYU Law Review

No abstract provided.

Conclusion, Christopher C. Whitson --Special Project Editor, Thomas A. D'Ambrosio, Patricia A. Daniel, Kathryn N. Fine, Robert P. Mckinney, Marcia M. Mcmurray, Bennet L. Ross

Vanderbilt Law Review

Despite recent responses designed to combat the increased liability exposure of directors and officers, the personal risks for corporate insiders remain significant. With corporations operating in an ever-complex regulatory maze, there has been an increased focus on corporate accountability. The difficulty in resolving director and officer liability issues, however, arises in balancing the need to punish misguided fiduciaries with the need to protect aggressive managers who take good faith risks to produce increased corporate profits. While long-range solutions to this balancing problem are essential, directors and officers should pursue short-term tactics to reduce their risk of personal liability.

Because it …

An Historical Perspective On The Duty Of Care, The Duty Of Loyalty, And The Business Judgment Rule, Marcia M. Mcmurray

Vanderbilt Law Review

For more than two hundred years courts have attempted to define the status and character of corporate directors and officers in an effort to establish and delineate their responsibilities and liabilities. In Charitable Corp. v. Sutton,' an eighteenth century English case, the Lord Chancellor described corporate directors as both agents and trustees. This mixed characterization was adopted and subsequently persisted in later American cases until courts finally determined that directors and officers are fiduciaries"who have a "distinct legal relationship" with the corporation. As fiduciaries, directors and officers must conform to the duty of care'and the duty of loyalty, duties that …

Recent Developments Concerning The Duty Of Care, The Duty Of Loyalty, And The Business Judgment Rule, Patricia A. Daniel

Vanderbilt Law Review

The judiciary faces a difficult task in attempting to define the proper standards of conduct for corporate directors and officers. Although courts have enunciated various standards, the prevailing theme has been that corporate directors and officers are fiduciaries who have a "distinct legal relationship" with the corporation and its shareholders. As fiduciaries, directors and officers must con-form to the duty of care and the duty of loyalty. The business judgment rule, which creates a presumption of propriety for directors' and officers' substantive business decisions, developed concurrently with these duties. Several recent court decisions concerning corporate director and officer liability appear …

The Duty Of Care And The Duty Of Loyalty In The Revised Model Business Corporation Act, Thomas A. D'Ambrosio

Vanderbilt Law Review

In 1950 the Committee on Corporate Laws of the Section of Corporation, Banking and Business Law of the American Bar Association (the Committee) adopted the Model Business Corporation Act (Model Act or MBCA). The Committee drafted the Model Act in order to provide a dynamic model for keeping state corporation laws updated and responsive to the current demands of the business and legal communities.' Because of this goal, the Model Act was in a constant state of revision. This constant state of revision provided an impetus for the Committee to adopt, in 1984, the Revised Model Business Corporation Act (Revised …

The Corporate Governance Debate And The Ali Proposals: Reform Or Restatement?, Kathryn N. Fine

Vanderbilt Law Review

Much of the debate concerning corporate governance centers on the American Law Institute's proposed Principles of Corporate Governance [hereinafter ALI Proposals or ALI Principles].' The "restate" the law of corporate governance without departing from the primary goal stated in the ALI's charter: "to promote the clarification and simplification of the law and its better adaptation to social needs."' The ALI Proposals, however, have evolved into a"new art form"' and, unlike a restatement, have proposed reforms in addition to codifying the common law. Because of the predominance of statutory corporation law, the ALI Proposals have focused selectively on those areas that …

The Case For Employee Ownership In Overseas Operations Of U.S. Multinational Enterprises In Central America, William G. Hopping

Michigan Journal of International Law

Part II of this note explains the relevance of using U.S. direct investment in Central America as a starting point for encouraging employee ownership. Part III describes the essential legal framework of the ESOP in the U.S., providing a framework from which to adapt the ESOP to other countries. Part IV argues that all parties participating in this form of expanded ownership will realize significant short and long-term benefits, but points out some problems of transferring ESOPs, a U.S. legal innovation, to different cultural and business environments. Part V presents some of the legal and economic issues of adapting ESOPs, …

Limiting Directors' Duty Of Care Liability: An Analysis Of Delaware's Charter Amendment Approach, Craig W. Hammond

University of Michigan Journal of Law Reform

This Note explores the corporate law principles guiding the amendment of section 102(b)(7) and considers what effects this statute will have on the investor-director relationship. The Note focuses on whether this reform measure excessively protects directors at the expense of shareholders.

Part I analyzes the neoclassical economic view of the contractual relationship between stockholders and management that serves as the theoretical justification of section 102(b)(7). Part II proposes a modification of the Delaware statute that would provide for periodic shareholder review of charter amendments limiting liability.

Department Of Corporations, J. Stahl, S. Strand

California Regulatory Law Reporter

No abstract provided.

Limited Liability For Shareholders In Virginia Professional Corporations: Fact Or Fiction?, Laura R. Brown

University of Richmond Law Review

In 1970, Virginia enacted the Professional Corporation Act which permits members of certain professions to form corporations for the purpose of rendering professional services. It is available to most professionals as an alternative to practicing individually or in partnerships. While many professionals have formed such corporations to avail themselves of certain tax benefits, others have formed professional corporations simply to gain the advantages of practicing in the corporate form. One traditional advantage of the corporate form is that shareholders are shielded from personal liability for the negligent acts committed by agents or employees of the corporation and for the debts …

Comments: The Intracorporate Conspiracy Doctrine, John T. Prisbe

University of Baltimore Law Review

Intracorporate conspiracy arises when a corporation and its own officers, directors, employees, or agents conspire to violate the law. The doctrine of intracorporate conspiracy has posed conceptual problems for the courts, however, because under corporate agency principles a corporation is personified through the acts of its agents and therefore the requisite element of plurality of actors is not present. Notwithstanding this conceptual difficulty, courts have applied the intracorporate conspiracy doctrine in some contexts. This comment reviews the history of the intracorporate conspiracy doctrine and its varied application in the areas of antitrust, civil rights, and criminal law.

California Federal Savings & (And) Loan Association V. Guerra: Supreme Court Affirms California's Efforts To Accommodate Pregnancy In Fair Employment Laws, 21 J. Marshall L. Rev. 181 (1987), Judith Gallo

UIC Law Review

No abstract provided.

Statutory Solutions To Conflicts Of Interest In Close Corporations, Lizabeth Ann Moody

Cleveland State Law Review

The close corporation' operates in a continual atmosphere of conflict and self-dealing. Typical close corporation transactions between directors and the corporation produce conflicts which, more often than not, evolve from frustration to friction, from friction to disaffection and, ultimately, from disaffection to litigation. Problems caused by transactions between a corporation and one or more of its directors have constituted a pervasive theme of corporate law for the last half century. It is the purpose of this article to consider state statutory provisions governing conflicts of interest and their application to close corporations to determine whether or not such provisions provide …

The Effectiveness Of Involuntary Dissolution Suits As A Remedy For Close Corporation Dissension, Harry J. Haynsworth

Cleveland State Law Review

Intra-corporate dissension between shareholders in a close corporation that can lead to serious deadlock, corporate paralysis and attempted squeeze-outs or other oppressive action is well documented. The purpose of this article is to discuss the available remedies for dealing with this dissension, placing particular emphasis on involuntary dissolution suits, since historically such suits have been the most common litigation remedy used by aggrieved shareholders. The basic conclusion reached is that for the most part judges have done a commendable job of balancing the expectation interests of minority shareholders against the inherent voting and management rights of majority shareholders, and of …

The Changing Role Of The Attorney With Respect To The Corporation, Wilton S. Sogg, Michael L. Solomon

Cleveland State Law Review

Supreme Court Justice Potter Stewart once stated that "the propriety of a lawyer serving as a member of the Board of Directors of his corporate client remains, even today, a vexing problem of professional responsibility.” Historically, accountants have been assumed, as well as required, to be independent of any enterprise in which they express an opinion regarding the enterprise's financial statements. Independence had been interpreted to mean that accountants may not serve on the board of directors or invest in any enterprise which they, or their firm, audit, or for whom either expresses an opinion on the enterprise's financial statements. …

Antitakeover Legislation: Not Necessary, Not Wise, Jeffrey A. Johnson

Cleveland State Law Review

This Note will consider the merits of antitakeover legislation with special emphasis on legislative proposals which, like second generation state takeover statutes, would subject tender offers to the approval of shareholders. But discussion and analysis are also applicable to federal proposals which seek to restrict takeovers through regulatory restrictions rather than a shareholder vote, as well as to second generation state takeover statutes. The view taken herein is that all antitakeover legislation, whether at the federal or state level, is neither necessary nor wise. In part II, this Note will examine the proposed antitakeover legislation which prescribes procedures for shareholder …

Delaware Amendment Relaxes Directors' Liability

Washington and Lee Law Review

No abstract provided.

Annual Survey Of Virginia Law: Business And Corporate Law, David R. Ruby

University of Richmond Law Review

This article reviews recent developments in the law affecting Virginia businesses and corporations. Part I covers judicial developments, including: (1) the United States Supreme Court's upholding of the validity of an Indiana anti-takeover statute, similar to Virginia's affiliated transactions provisions; (2) the Virginia Supreme Court's ruling that the providing of day care in one's home constitutes a "business pursuit" within the meaning of a standard exclusionary clause found in homeowners' insurance policies; and (3) in what appears to be a case of first impression before any Virginia court, a Virginia circuit court's invalidation of a stock option granted by the …

Market Delineation Under The Naag Horizontal Merger Guidelines: Realities Or Illusions, Gregory J. Werden

Cleveland State Law Review

The Reagan Administration expressed its enforcement policy for horizontal mergers in Merger Guidelines issued in 1982 and 1984 ("DOJ Guidelines"), implemented its policy through its specific enforcement actions pursuant to section 7 of the Clayton Act, and proposed to codify its policy in amendments to section 7. The National Association of Attorneys General (NAAG) now has gone beyond mere criticism. It has announced the intention of state attorneys general to challenge mergers they believe to be anticompetitive and has issued its own enforcement guidelines for horizontal mergers ("NAAG Guidelines"). The purpose of this Article is to show that the NAAG …