Business Organizations Law Commons^™

Using Partnerships As Acquisition Vehicles, Mark J. Silverman

William & Mary Annual Tax Conference

No abstract provided.

Section 382: Net Operating Loss Carryovers In Corporate Acquisitions, Peter L. Faber

William & Mary Annual Tax Conference

No abstract provided.

Shareholder Passivity Reexamined, Bernard S. Black

Michigan Law Review

This article argues that shareholder monitoring is possible: It's an idea that hasn't been tried, rather than an idea that has failed. I defer to a second article currently in draft the question of whether more monitoring by institutional shareholders is desirable. Will direct shareholder oversight, or indirect oversight through shareholder-nominated directors, improve corporate performance, prove counterproductive, or, perhaps, not matter much one way or the other? What are the benefits and risks in giving money managers - themselves imperfectly monitored agents - more power over corporate managers? If more shareholder voice is desirable, how much more and …

Business Associations, Paul A. Quirós, Lynn Scott Magruder

Mercer Law Review

This Article surveys noteworthy cases that Georgia appellate courts and the United States district courts in Georgia decided during the survey period. It also reviews important acts of the Georgia General Assembly concerning corporation, partnership, securities, and banking law. Additionally, we have broadened our review to include cases decided by the Eleventh Circuit Court of Appeals as they relate to Georgia corporate, partnership, and banking law. Although this Article traditionally has reviewed agency law, the authors have elected to eliminate it from the scope of review this year.

Rethinking Minority Business Development Strategies, Robert E. Suggs

Faculty Scholarship

Minority business set-asides were created as a prophylactic measure to redress discrimination against minority owned business firms. Predominantly minority jurisdictions found them especially attractive because they promised to provide minority firms a share of the procurement dollars expended by these jurisdictions. The Croson decision invalidated Richmond’s ordinance and posed substantial barriers to further enactments. This article proposes an alternative to such set-aides. It argues that the proposed alternative, an Equal Opportunity Rating Agency (EORA), provides a superior business development policy tool and does not have the constitutional vulnerabilities of set-asides. An EORA would operate much like a credit rating agency, …

Employees Vs. Independent Contractors, Michelle P. Burchett

William & Mary Annual Tax Conference

No abstract provided.

The Affiliated Management Group And Code § 414(M), Robert M. Reed

William & Mary Annual Tax Conference

No abstract provided.

The Eec Merger Regulation And Its Impact On Non-Eec Businesses, Alec Burnside, Carl Meyntjens False

BYU Law Review

No abstract provided.

Company Law In The European Single Market, Richard D. English

BYU Law Review

No abstract provided.

Department Of Corporations, E. Gassman

California Regulatory Law Reporter

No abstract provided.

Franchising And The Collective Rights Of Franchisees, Robert W. Emerson

Vanderbilt Law Review

Assume that you are the franchisee of a nationwide restaurant chain. Your franchisor has acted contrary to what you believe to be in your best interest. For the franchisor, bigger is better: more outlets and discount programs mean higher sales volume and consequently additional franchise fees and royalties, with royalties typically being based on gross sales-not franchisee net profits. You are concerned that the franchisor is oriented more toward expansion than the well-being of existing franchisees. Franchisor assistance is less than you expected, but royalties and other charges seem steep.Facing a strong franchisor that appears not to worry about an …

Shareholder Access To The Proxy Revisited, Jayne W. Barnard

Faculty Publications

No abstract provided.

Carden V. Arkoma Associates: A Refusal To Extend The Rule Treating Corporations As Citizens To Limited Partnerships For Federal Diversity Jurisdiction, Joseph J. Buch

West Virginia Law Review

No abstract provided.

Department Of Corporations, R. Ehrman

California Regulatory Law Reporter

No abstract provided.

When The Medium Is The Message: Corporate Buybacks As Signals, F. H. Buckley

Indiana Law Journal

No abstract provided.

Private Mining Law In The 1980'S: The Last Ten Years And Beyond, Cyril A. Fox Jr.

West Virginia Law Review

No abstract provided.

Does The European Community Have A Fatal Attraction For Hostile Takeovers? A Comparison Of The European Commission's Proposed Directive On Takeover Bids And The United States Experience

Washington and Lee Law Review

No abstract provided.

Protecting Nonshareholder Interests In The Market For Corporate Control: A Role For State Takeover Statutes, Frank J. Garcia

University of Michigan Journal of Law Reform

Part I of this Note describes a phenomenon of modern corporate activity first identified over fifty years ago as the "separation of ownership and control." This separation gives rise to the need for a governing corporate norm; recognizing the normative aspect of this phenomenon has direct implications for the takeover debate.

Part II analyzes the problem of a target board's fiduciary duty as the modern version of the fundamental normative issue of corporate law. It argues that the norm of shareholder wealth maximization, assumed as the starting point by those most in favor of an active and minimally regulated control …

The Delaware Judiciary And The Meaning Of Corporate Life And Corporate Law, Lyman P.Q. Johnson

Scholarly Articles

No abstract provided.

Post-Erisa Interpretation Of Pre-Erisa Pension Plans: Dissention Among The Circuits, Bradley H. Layne

West Virginia Law Review

No abstract provided.

Reforming Rico: If, Why, And How, Rene Augustine

Vanderbilt Law Review

With its increased use both by prosecutors and private plaintiffs,the RICO statute has prompted a host of criticisms. For instance, some critics argue that Congress intended RICO to battle mafia crimes of the Al Capone genre, but that it has been applied in situations far beyond those Congress originally envisioned. Some seek RICO reform because of concerns that the statute may threaten civil liberties and chill free speech. Unhappiness with RICO has led to some uncommon alliances between diverse groups who wish to reform or repeal the statute. In fact, RICO itself has been applied to a wide variety of …

Florida Takeover Law: Affiliated Transactions, Jeffery M. Fuller, Robert C. Rasmussen

Florida State University Law Review

Many states perceive corporate takeover activity as a threat to local business and industry. The Florida Affiliated Transactions Statute is one part of a comprehensive scheme of anti-takeover regulation in Florida. The authors of this Article explain the development of American takeover regulation, analyze this statute, and discuss surrounding constitutional and public policy issues.

Introductory Remarks And A Comment On Civil Rico's Remedial Provisions, Robert K. Rasmussen

Vanderbilt Law Review

This Symposium comes at a very opportune time. RICO seems to be on everyone's mind. The attention that RICO has garnered in the last few years in the courts, the press, and the legal academy has in-creased steadily, and the cries for change, at least from some quarters,have become deafening. Judge David Sentelle of the D.C. Circuit Courtof Appeals recently labeled RICO "The Monster That Ate Jurisprudence;" Chief Justice William Rehnquist has repeatedly called for a defederalization of RICO; and groups as diverse as the Wall Street Journal, the Washington Post, and the American Civil Liberties Union have argued vociferously …

Civil Rico Reform: The Gatekeeper Concept, Michael Goldsmith, Mark J. Linderman

Vanderbilt Law Review

Since coming into vogue in the mid-1980s, civil RICO has often been criticized and targeted for reform. Critics claim that civil RICO is too broad because it potentially applies to all commercial transactions.More specifically, opponents claim that RICO's inclusion of mail and wire fraud as predicate acts unjustly subjects all "legitimate businesses" to liability.For example, Representative Rick Boucher, sponsor of the 1989 RICO reform legislation, has stated:

"Fraud allegations are commonly made in contract situations, and all that is needed to convert a simple contract dispute into a civil RICO case is the allegation that there was a contract and …

An Analysis Of The Myths That Bolster Efforts To Rewrite Rico And The Various Proposals For Reform:"Mother Of God-Is This The End Of Rico?", G. Robert Blakey, Thomas A. Perry

Vanderbilt Law Review

In 1970 Congress enacted the Organized Crime Control Act, Title IX of which is known as the Racketeer Influenced and Corrupt Organizations Act, or RICO. Congress enacted the 1970 Act to "strengthen[]the legal tools in the evidence-gathering process, [to] establish[] new penal prohibitions, and [to] provid[e] enhanced sanctions and new remedies .,, RICO covers violence, the provision of illegal goods and services, corruption in labor or management relations, corruption in government, and commercial fraud. Congress found in 1970 that the sanctions and remedies available to combat these crimes under the law then in force were unnecessarily limited in scope and …

The Defense Case For Rico Reform, Terrance G. Reed

Vanderbilt Law Review

Frequent use of the Racketeer Influenced and Corrupt Organizations Act of 1970 (RICO)' by government and private litigants has prompted a chorus of criticism during the last five years. This criticism has not been restricted to the narrow confines of the legal profession;many respectable newspapers recently have issued calls for the outright repeal of RICO. Attorneys who regularly defend against criminal or civil RICO allegations cannot take credit for the increasing dissatisfaction with RICO. Rather, it is the successes, and indeed the excesses, of RICO's proponents that have tarnished the statute's image. RICO's revolutionary application to increasingly broad areas of …

A Conceptual, Practical, And Political Guide To Rico Reform, Gerard E. Lynch

Vanderbilt Law Review

RICO is nearing its twentieth birthday,' but it may not be a happy one. In fact, 'tis the season for critics of RICO to be, if not jolly, at least highly active. A House subcommittee and the Senate Judiciary Committee have held hearings on RICO reform, the popular and business press has published numerous debates and criticisms involving fairly arcane points of civil and criminal law, scholars and lawyers have filled law reviews and legal newspapers with articles often critical of the statute, and the pressure has been building for statutory changes.

As the pressure for change has intensified, and …

Are Takeover Premiums Really Premiums? Market Price, Fair Value, And Corporate Law, Lynn A. Stout

Cornell Law Faculty Publications

No abstract provided.

The Constitutionality Of An Off-Dutysmoking Ban For Public Employees:Should The State Butt Out?, Elizabeth B. Thompson

Vanderbilt Law Review

During the past several years, restrictions imposed by states, cities,and municipalities on smoking in public areas have survived court challenges and become almost commonplace.' Likewise, both public and private employers have limited smoking in the workplace. A further restriction that seems to be emerging, however, is a refusal by both the state and a growing number of private employers to hire or to continue to employ smokers. These restrictions limit the employee's freedom to smoke not only in the workplace, but also after working hours and within the privacy of the worker's home.

This Note will address the constitutionality of …

The Corporate Entity In An Era Of Multinational Corporations, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.