Business Organizations Law Commons^™

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 …

Timing Is Paramount: The Impact Of Paramount V. Time On The Law Of Hostile Takeovers, Paul E. Burns

Florida State University Law Review

No abstract provided.

Protecting Shareholders: Illinois Needs A Director Liability Statute, 26 J. Marshall L. Rev. 105 (1992), Sondra J. Thorson

UIC Law Review

No abstract provided.

When Is A Corporate Executive "Substantially Unfit To Serve"?, Jayne W. Barnard

Faculty Publications

The recently enacted Securities Enforcement Remedies and Penny Stock Reform Act of 1990 provides that, in an SEC enforcement action, a federal court may enjoin or "disbar" the defendant from serving in the future as an officer or director of a public company. A court may enter such an order if it finds that the defendant is "substantially unfit" to serve as a corporate executive; the Act, however, does not define "substantial unfitness." In this Article Professor Jayne Barnard provides a framework for defining this term and identifying the defendants to which the Remedies Act should apply. Professor Barnard begins …

The Economic Structure Of The Post-Contractual Corporation, William W. Bratton

All Faculty Scholarship

No abstract provided.

Raiding The Establishment: New Perspectives On Takeover Law, Samuel N. Levin

University of Richmond Law Review

This essay offers a brief description of certain factors influencing the development of the law governing corporate acquisitions. In its most basic terms, the central issue in this field boils down to who should control the wealth and power of our country. The issue encompasses choices based on political, economic and social values. It is my thesis that implicit favoring of establishment groups over "outsiders" underlies recent judicial and legislative actions bolstering management's ability to fend off unwanted acquisitions.

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Annual Survey Of Virginia Law: Business And Corporate Law, George Clemon Freeman Iii.

University of Richmond Law Review

This article surveys major developments between May, 1991 and June 1, 1992 that affect business and corporate law in Virginia. Part I discusses major decisions in United States courts. Part II reviews major decisions in Virginia courts. Part III summarizes laws enacted by the Virginia General Assembly during the 1992 Session.

The Revised Uniform Partnership Act: Some Comments On The Latest Draft Of Rupa, J. Dennis Hynes

Publications

No abstract provided.

Public Values And Corporate Fiduciary Law, William W. Bratton

All Faculty Scholarship

No abstract provided.

Corporate Takeover Of Teaching Hospitals, Maxwell Gregg Bloche

Georgetown Law Faculty Publications and Other Works

This article explores the potential and the dangers of this novel form of collaboration between academic medicine and the for-profit world. The author focuses on those arrangements--purchases and leasing agreements--by which investor-owned corporations operate, for a profit, hospitals that serve as major medical teaching and research sites. He begins by reviewing how the evolving needs of academic medical centers and for-profit hospital chains have generated mutual interest in such arrangements. The author then considers some frequently expressed ethical, economic, and other public policy objections to the provision of hospital services by for-profit firms. Opponents of the acquisition and leasing of …

"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 …

Government Liability For Economic Losses: The Case Of Regulatory Failure, David S. Cohen

Elisabeth Haub School of Law Faculty Publications

Compensation claims against provincial and federal governments are largely a product of the second half of the 20th century. The initial surge of cases after the enactment of the federal Crown Liability Act in 1953--mirrored also in developments at the provincial level-- were typically "private" tort claims. Indeed a significant percentage of claims against the federal government continue to be nothing more than automobile accident, occupier liability claims and lawsuits arising out of similar relatively minor bureaucratic error. Recently, however, as a result of both the imagination of litigators and the growth of the regulatory state, claims against governments have …

Taxation Of Business Rent, George Mundstock

Articles

No abstract provided.

Making (Corporate) Law In A Skeptical World, Lyman P. Q. Johnson

Washington and Lee Law Review

No abstract provided.

Corporate Pro-Choice: New York Assumes An Anti-Takover Position, Paula Walter

Touro Law Review

No abstract provided.

How Does Europe Regulate Powers Within Its Corporations? What Might The Answer Mean For The U.S.? An Essay And Review Of European Company Laws: A Comparative Approach, Donald C. Jr. Dowling

Northwestern Journal of International Law & Business

European Company Laws: A Comparative Approach is a compilation of ten essays by various authors on the jurisprudence of corporate control within Europe. The book focuses on the company laws within the various member states, somewhat to the exclusion of the emerging EC-level corporate laws. Yet while European Company Laws concerns itself with member states' internal company laws, the book's goal is much loftier than merely compiling the European states' corporate statutes into some sort of practitioners' guide. Rather, European Company Laws attempts to divine jurisprudential truths about the regulation of power within the European company by examining the European …

Union Raids, Union Democracy, And The Market For Union Control, Stewart J. Schwab

Cornell Law Faculty Publications

In this article, Professor Schwab compares the union member-leader relationship to the corporate shareholder-manager relationship and examines what can be learned from the voluminous literature regarding corporate control about problems of internal union democracy. Specifically, he questions whether a viable market for union control does or could exist that might induce leaders to act in the interests of their members. He analyzes the structural weaknesses in the market for union control and the legal factors inhibiting a union takeover market. Schwab concludes that a weak market does exist, despite the nonprofit nature of unions that limits the ability of leaders …

Bargaining And The Division Of Value In Corporate Reorganization, Howard F. Chang, Lucian A. Bebchuk

All Faculty Scholarship

No abstract provided.

Corporate Law: What Is The Impact Of New Ali Proposals On Shareholder Litigation, John C. Coffee Jr., Michael P. Dooley

Faculty Scholarship

When the American Law Institute's Corporate Governance Project meets this month, one of the most hotly debated agenda items is likely to be its new rules governing shareholder litigation, which are now up for final approval.

The proposed change means that corporate boards will now have to prove in court that a decision to dismiss a shareholder claim alleging self-dealing was in the corporation's best interest. In addition, the requirement for a formal "demand" on the board by shareholders will be uniform, rather than subject to excuse, as it is under Delaware law and in the majority of states.

Drafters …

Preaching To Managers, Edward B. Rock

All Faculty Scholarship

No abstract provided.

Benign Restraint: The Sec's Regulation Of Execution Systems, David M. Schizer

Faculty Scholarship

To the handful of traders who founded the New York Stock Exchange (NYSE) in 1792 – and perhaps even to the securities traders of the 1960's – today's securities markets would be virtually unrecognizable. New communications and data processing technologies, the globalization of investment portfolios, and a surge in trading volume have created new needs and possibilities. As a result, revolutionary advances have occurred in the design and performance of execution systems: the technologies (computers, telephones, modems) and formats (auction-based stock exchanges, dealer-based "over-the-counter" markets, computerized single price auctions) that traders use to conduct trades. These advances enable trades on …

The Political Ecology Of Takeovers: Thoughts On Harmonizing The European Corporate Governance Environment, Ronald J. Gilson

Faculty Scholarship

Economic policy debate in the United States during the 1980s focused on the dynamics of bidder and target tactics in hostile takeovers. Confronted with the largest transactions in business history, financial economists took advantage of developments in econometric techniques to conduct virtually real time studies of the impact on firm value of each new bidder tactic and target defense. For courts and lawyers, hostile takeovers subjected standard features of corporate law to the equivalent of a stress x-ray, revealing previously undetected doctrinal cracks. Congress held seemingly endless hearings on the subject, although managing to enact only relatively innocuous tax penalties …

Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis

Publications

No abstract provided.

Appointment: Membership In The Society Of Catholic Social Scientists, Scott Fitzgibbon

Scott T. FitzGibbon

No abstract provided.

Individual And Collective Sovereignty In The Corporate Enterprise, Lyman Johnson

Lyman P. Q. Johnson

No abstract provided.

Federal Income Tax Project: International Aspects Of United States Income Taxation Ii: Proposals Of The American Law Institute On United States Income Tax Treaties, Hugh Ault, David Tillinghast

Hugh J. Ault

No abstract provided.

Developments In The Law, "Nonprofit Corporations" (Iii. Tax Exemption), Renee Jones

Renee Jones

No abstract provided.