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Articles 1 - 30 of 101
Full-Text Articles in Business Organizations Law
The Shareholder Primacy Norm, D. Gordon Smith
The Shareholder Primacy Norm, D. Gordon Smith
Faculty Scholarship
Corporate directors have a fiduciary duty to make decisions in the best interests of the shareholders. This aspect of fiduciary duty is often called the shareholder primacy norm. Legal scholars generally assume that the shareholder primacy norm is a major factor considered by boards of directors of publicly traded corporations in making ordinary business decisions and that changing the shareholder primacy norm would have an effect on the substance of those decisions. This Article challenges this view and argues that the shareholder primacy norm was never equipped to mediate conflicts between shareholders and nonshareholder constituencies of a corporation. The origins …
Impact Of Sales And Use Taxes On Corporate Transactions, Peter L. Faber
Impact Of Sales And Use Taxes On Corporate Transactions, Peter L. Faber
William & Mary Annual Tax Conference
No abstract provided.
Pass-Through Entity Update, Richard B. Robinson
Pass-Through Entity Update, Richard B. Robinson
William & Mary Annual Tax Conference
No abstract provided.
S Corporations, Bryan P. Collins
S Corporations, Bryan P. Collins
William & Mary Annual Tax Conference
No abstract provided.
From Hoops To Hard Drives: An Accession Law Approach To The Inevitable Misappropriation Of Trade Secrets , Jay L. Koh
From Hoops To Hard Drives: An Accession Law Approach To The Inevitable Misappropriation Of Trade Secrets , Jay L. Koh
American University Law Review
No abstract provided.
Business Associations, Paul A. Quirós, Lynn Schutte Scott, Daniel J. Babb
Business Associations, Paul A. Quirós, Lynn Schutte Scott, Daniel J. Babb
Mercer Law Review
This Article surveys noteworthy cases that the Georgia appellate courts, the United States district courts located in Georgia, and the Eleventh Circuit Court of Appeals decided during the survey period as they relate to Georgia corporate, partnership, securities, and banking laws. It also highlights certain enactments by the Georgia General Assembly revising the Official Code of Georgia Annotated ("O.C.G.A.").
An Evolutionary Theory Of Corporate Law And Corporate Bankruptcy, David A. Skeel, Jr.
An Evolutionary Theory Of Corporate Law And Corporate Bankruptcy, David A. Skeel, Jr.
Vanderbilt Law Review
In this Article, Professor Skeel argues that the important recent literature exploring historical and political influences on American corporate law has neglected a crucial component of corporate governance: corporate bankruptcy. Only by appreciating the complementary relationship between corporate law and corporate bankruptcy can we understand how corporate governance operates in any given nation.
To show this, the Article contrasts American corporate governance with that of Japan and Germany. America's market-driven corporate governance can only function effectively if the bankruptcy framework includes a manager-driven reorganization option. The relational shareholding that characterizes Japanese and German corporate governance, by contrast, requires a much …
The Underlying Causes Of Withdrawal And Expulsion Of Partners From Law Firms, Geoffrey C. Hazard, Jr.
The Underlying Causes Of Withdrawal And Expulsion Of Partners From Law Firms, Geoffrey C. Hazard, Jr.
Washington and Lee Law Review
No abstract provided.
Response To Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Leslie D. Corwin
Response To Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Leslie D. Corwin
Washington and Lee Law Review
No abstract provided.
Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Robert W. Hillman
Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Robert W. Hillman
Washington and Lee Law Review
No abstract provided.
Law Partner Expulsions, Allan W. Vestal
Law Partner Expulsions, Allan W. Vestal
Washington and Lee Law Review
No abstract provided.
The Faces Of Loyalty: A Comment On Hillman, Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Deborah A. Demott
The Faces Of Loyalty: A Comment On Hillman, Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Deborah A. Demott
Washington and Lee Law Review
No abstract provided.
Venture Capital Contracting In The Information Age, D. Gordon Smith
Venture Capital Contracting In The Information Age, D. Gordon Smith
Faculty Scholarship
Most venture capitalists provide services to their portfolio companies beyond capital investment. Although these services form an important part of the bargain between the venture capitalists and the entrepreneur, they are rarely specified or even capable of specification in venture capital contracts. This article examines the moral hazard and adverse selection problems facing entrepreneurs who hire venture capitalists to provide value-added services and describes the role of the market for venture capitalist reputation in addressing those problems. Further, the Article speculates about whether advances in information technology - specifically, the World Wide Web - are likely to improve the efficiency …
The Search For Global Standards, Jayne W. Barnard
Corporate Law, Robin Jean Davis, Louis J. Palmer Jr.
Corporate Law, Robin Jean Davis, Louis J. Palmer Jr.
West Virginia Law Review
No abstract provided.
Truth Or Consequences: If A Company Lies, Employees Should Be Able To Sue, Kent Greenfield
Truth Or Consequences: If A Company Lies, Employees Should Be Able To Sue, Kent Greenfield
Kent Greenfield
Reprinted as "Workers Should Be Able to Sue Over Lies," Salt Lake City Tribune, July 5, 1998;
"It's Illegal to Lie to Stockholders, But Not to Employees," Sacramento Bee, July 6, 1998 ;
"If Company Lies, Allow Workers to Sue," Des Moines Register, July 7, 1998.
Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter
Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter
Washington and Lee Law Review
No abstract provided.
The Future Of Enterprise Organizations, Eric W. Orts
The Future Of Enterprise Organizations, Eric W. Orts
Michigan Law Review
Both the law and business schools at the University of Michigan offer a basic course in Enterprise Organization. This tradition owes to the influence of Professor Alfred Conard, one of the leading scholars of his generation, who taught during most of his career at the University of Michigan Law School. The tradition persists in part because Enterprise Organization suggests an appropriately broad view of its topic, unlike more common course titles such as Corporations or Business Associations. We live in a world populated not only by people but also the organized legal entities we create. Business firms and nonprofit organizations …
The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard
The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard
Popular Media
To an American observer, the activities of the Cadbury, Greenbury and Hampel Committees are impressive, if only because so few lawyers seem to be involved. Unlike the US, where improvements in corporate governance can usually be traced to legislation or litigation, British efforts at self-governance offer an attractive, alternative model. The Hampel Report is disappointing, however, in three respects: the report lacks concrete models; its reliance on the AGM as a mechanism of reform is misplaced; and its failure to recognize internal monitoring programs as an essential element of good corporate governance is shortsighted.
The Future Of Federal Disadvantaged Business Enterprise Programs:Did The Supreme Court's Decision Iin Adarand Constructors V. Pena Really Make A Difference?, Jennifer L. Haynes
The Future Of Federal Disadvantaged Business Enterprise Programs:Did The Supreme Court's Decision Iin Adarand Constructors V. Pena Really Make A Difference?, Jennifer L. Haynes
Washington and Lee Journal of Civil Rights and Social Justice
No abstract provided.
Capitalizing The Target's Transaction Costs In Hostile Takeovers, David J. Roberts
Capitalizing The Target's Transaction Costs In Hostile Takeovers, David J. Roberts
Washington Law Review
In A.E. Staley Manufacturing Co. v. Commissioner, the Court of Appeals for the Seventh Circuit held that costs a corporation incurred to resist a hostile takeover were analogous to costs incurred to defend a business against attack and thus qualified as ordinary and necessary business expenses deductible under Internal Revenue Code section 162. Alternatively, the court held that those costs associated with abandoned capital transactions qualified for loss deductions under section 165. This Note argues that although the court reached approximately the right result in this case, its primary reliance on a defense of business rationale for deductibility under …
Asset Purchases, Successor Liability, And Insurance Coverage: Does The Tail Always Follow The Dog, Albert Bates Jr. Iv, D. Matthew Jameson Iii, Bren J. Pomponio
Asset Purchases, Successor Liability, And Insurance Coverage: Does The Tail Always Follow The Dog, Albert Bates Jr. Iv, D. Matthew Jameson Iii, Bren J. Pomponio
West Virginia Law Review
No abstract provided.
Larger Board Size And Decreasing Firm Value In Small Firms, Theodore Eisenberg, Stefan Sundgren, Martin T. Wells
Larger Board Size And Decreasing Firm Value In Small Firms, Theodore Eisenberg, Stefan Sundgren, Martin T. Wells
Cornell Law Faculty Publications
Several studies hypothesize a relation between board size and financial performance. Empirical tests of the relation exist in only a few studies of large U.S. firms. We find a significant negative correlation between board size and profitability in a sample of small and midsize Finnish firms. Finding a board-size effect for a new and different class of firms affects the range of explanations for the board-size effect.
Eulogy For Jerome W. Van Gorkom, James J. O'Connor
Eulogy For Jerome W. Van Gorkom, James J. O'Connor
Speeches
The eulogy for Jerome Van Gorkom given by his friend James O'Connor, former CEO of Exelon and a lawyer.
Jerome W. Van Gorkom was, among other things, the U.S. Under Secretary of State for Management from 1982-1983 and the Chief Executive Officer of TransUnion from 1962-1980. He also was a defendant in one of the best known cases on the fiduciary duty of care in the corporate context; the case cite is Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).
Inherent Powers In The Crucible Of Lawyer Self-Protection: Reflections On The Llp Campaign, Charles W. Wolfram
Inherent Powers In The Crucible Of Lawyer Self-Protection: Reflections On The Llp Campaign, Charles W. Wolfram
Cornell Law Faculty Publications
The European Commission's Decision On The Boeing-Mcdonnell Douglas Merger And The Need For Greater U.S.-Eu Cooperation In The Merger Field , Amy Ann Karpel
The European Commission's Decision On The Boeing-Mcdonnell Douglas Merger And The Need For Greater U.S.-Eu Cooperation In The Merger Field , Amy Ann Karpel
American University Law Review
No abstract provided.
Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas
Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas
Cornell Law Faculty Publications
No abstract provided.
The Impact Of Nsmia On Small Issuers, Rutheford B. Campbell Jr.
The Impact Of Nsmia On Small Issuers, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
Small businesses may account for 40% of the business activities in this country, but capital formation rules always have discriminated against small businesses and imposed rules that make it unreasonably difficult for small companies to exploit external sources of capital. NSMIA, through its broad statutory delegation to the SEC of the right to expand the preemption of state blue sky laws, provides a unique opportunity for the Commission to deliver much-needed and much-deserved help to small issuers engaged in capital formation and to finally break the hegemonic hold states have over the rules governing capital formation by small businesses. Society …
Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas
Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas
Michigan Law Review
Labor unions are active again - but this time as capitalists. The potential strength of union pension funds has long been noted, but until recently unions have held their stock passively or invested in union-friendly companies. In the 1990s, however, unions have become the most aggressive of all institutional shareholders. In most cases, it is hard to find a socialist or proletarian plot in what unions are doing with their shares. Rather, labor activism is a model for any large institutional investor attempting to maximize return on capital. Unions, union pension funds, individual union members, and labor-oriented investment funds are …
The Role Of The Courts In The Securities Industry, Kevin T. Duffy, John N. Tognino
The Role Of The Courts In The Securities Industry, Kevin T. Duffy, John N. Tognino
Fordham Journal of Corporate & Financial Law
No abstract provided.