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Articles 7141 - 7170 of 10771
Full-Text Articles in Business Organizations Law
The European Origins And The Spread Of The Corporate Board Of Directors, Franklin A. Gevurtz
The European Origins And The Spread Of The Corporate Board Of Directors, Franklin A. Gevurtz
McGeorge School of Law Scholarly Articles
No abstract provided.
Earnings Management And The Business Judgment Rule: An Essay On Recent Corporate Scandals, Franklin A. Gevurtz
Earnings Management And The Business Judgment Rule: An Essay On Recent Corporate Scandals, Franklin A. Gevurtz
McGeorge School of Law Scholarly Articles
No abstract provided.
The Historical And Political Origins Of The Corporate Board Of Directors, Franklin A. Gevurtz
The Historical And Political Origins Of The Corporate Board Of Directors, Franklin A. Gevurtz
McGeorge School of Law Scholarly Articles
No abstract provided.
The Role Of Trade & Foreign Direct Investment In Development, Kevin A. Hassett
The Role Of Trade & Foreign Direct Investment In Development, Kevin A. Hassett
Michigan Journal of International Law
Foreign direct investment (FDI) has been a key component of trade for decades, and has been the focus of a tidal wave of academic research as well. Conceptually, FDI must have an important role in providing welfare gains associated with trade. One of the key differences between countries, after all, is the relative quantity of capital available to its citizens. In these remarks, the author intends to provide a bird's eye view of the literature on FDI with a focus on the developing country's perspective.
Rules, Principles, And The Accounting Crisis In The United States, William W. Bratton
Rules, Principles, And The Accounting Crisis In The United States, William W. Bratton
All Faculty Scholarship
The Sarbanes-Oxley Act and the Securities Exchange Commission move too quickly ·when they prod the Financial Accounting Standards Board, the standard setter for US GAAP, to move immediately to a principles-based system. Priorities respecting reform of corporate reporting in the US need to be ordered more carefully. Incentive problems impairing audit performance should be solved first through institutional reform insulating the audit from the negative impact of rent-seeking and solving adverse selection problems otherwise affecting audit practice. So long as auditor independence and management incentives respecting accounting treatments remain suspect. the US reporting system holds out no actor plausibly positioned …
Learning Business Law By Doing It: Real Transactions In Law School Clinics, Eric J. Gouvin
Learning Business Law By Doing It: Real Transactions In Law School Clinics, Eric J. Gouvin
Faculty Scholarship
This Article discusses the business clinic movement and how legal educators view them as being an excellent vehicle for inculcating the values and practices that business lawyers hold dear. Business clinics may help students better appreciate the challenges of business lawyering, which they sometimes misunderstand as merely a forms practice. The Author believes that by putting students in the middle of real transactions, they gain a deeper understanding of the subtleties of making a transaction come together.
Legal And Ethical Duties Of Lawyers After Sarbanes-Oxley, Roger C. Cramton, George M. Cohen, Susan P. Koniak
Legal And Ethical Duties Of Lawyers After Sarbanes-Oxley, Roger C. Cramton, George M. Cohen, Susan P. Koniak
Cornell Law Faculty Publications
No abstract provided.
What Is The Sound Of A Corporation Speaking? How The Cognitive Theory Of Metaphor Can Help Lawyers Shape The Law, Linda L. Berger
What Is The Sound Of A Corporation Speaking? How The Cognitive Theory Of Metaphor Can Help Lawyers Shape The Law, Linda L. Berger
Linda L. Berger
No abstract provided.
Algunas Consideraciones Sobre El Objeto Social Y La Resolución General 9/2004 De La Inspección General De Justicia, Martin Paolantonio
Algunas Consideraciones Sobre El Objeto Social Y La Resolución General 9/2004 De La Inspección General De Justicia, Martin Paolantonio
Martin Paolantonio
Crítica de la normativa de la autoridad de registro y su interpretación acerca del carácter preciso y determinado del objeto social y su vinculación con el capital de la sociedad
La Necesidad De Acotar El "Activismo" De La Inspección General De Justicia: El Caso "Jasler S.A.", Martin Paolantonio
La Necesidad De Acotar El "Activismo" De La Inspección General De Justicia: El Caso "Jasler S.A.", Martin Paolantonio
Martin Paolantonio
Aproximación crítica al rol del ente de registro de las sociedades y su pretensión de reglamentar las disposiciones de la ley de sociedades comerciales en exceso de sus atribuciones
La Restitución Del Bien Dado En Leasing En El Concurso Preventivo, Martin Paolantonio
La Restitución Del Bien Dado En Leasing En El Concurso Preventivo, Martin Paolantonio
Martin Paolantonio
Nota a un fallo vinculado con el secuestro y restitución de un bien dado en leasing cuando el tomador prestaba un servicio público
Las Garantías De Consistencia Patrimonial En La Compraventa De Acciones, Martin Paolantonio
Las Garantías De Consistencia Patrimonial En La Compraventa De Acciones, Martin Paolantonio
Martin Paolantonio
Análisis de las funciones y efectos de las cláusulas de garantía patrimonial en la compraventa de acciones, incluyendo su incumplimiento
Achieving The Double Bottom Line: A Framework For Corporations Seeking To Deliver Profits And Public Services, Lisa M. Fairfax
Achieving The Double Bottom Line: A Framework For Corporations Seeking To Deliver Profits And Public Services, Lisa M. Fairfax
Faculty Scholarship
Achieving the Double Bottom Line: A Framework for Corporations Seeking to Deliver Profits and Public Services argues that many people who object to for-profit corporations that deliver public services, such as kindergarten through 12th grade education or foster care, have greatly exaggerated the extent to which the for-profit regime will compel such corporations to subordinate the delivery of those services to financial considerations. Because of this over-exaggeration, these opponents have not focused on designing a framework that would assist these entities in meeting their double bottom line—achieving profit for their shareholders while also delivering a high quality public service. The …
Sin, Salvation, And The Law Of Charities, Corwin R. Kruse
Sin, Salvation, And The Law Of Charities, Corwin R. Kruse
William Mitchell Law Review
Review of Governing Nonprofit Corporations: Federal and State Law and Regulation. By Marion R. Fremont-Smith. Belknap Press, 2004. 570 pages, $95.
Charitable State Registration And The Dormant Commerce Clause, Charles Nave
Charitable State Registration And The Dormant Commerce Clause, Charles Nave
William Mitchell Law Review
Charitable solicitation in the U.S. is regulated by “the several States.” For most of the nation's history, charities tended to be local endeavors, raising money and providing relief in their immediate vicinities. In the latter half of the twentieth century, charities increasingly grew beyond these local origins as new technologies enabled even the smallest charities to develop a national reach with direct mail and telemarketing campaigns. Nevertheless, primary authority for regulating charitable solicitations remained with the states.
Note: Get The Balance Right: Finding An Equilibrium Between Charitable Solicitation, Fraud, And The First Amendment In Illinois Ex Rel. Madigan V. Telemarketing Associates, Inc., 538 U.S. 600 (2003), Christopher R. Sullivan
Note: Get The Balance Right: Finding An Equilibrium Between Charitable Solicitation, Fraud, And The First Amendment In Illinois Ex Rel. Madigan V. Telemarketing Associates, Inc., 538 U.S. 600 (2003), Christopher R. Sullivan
William Mitchell Law Review
This Note first examines the history of the relevant law in the areas of fraud, charitable solicitation, and prior restraints. Specifically, it examines the three leading cases on regulation of charitable fundraising speech: Schaumburg, Munson, and Riley. Next, the Note discusses the history and holding of Illinois ex rel. Madigan v. Telemarketing Associates, Inc. Next, this Note will explore the holding in Telemarketing Associates in light of Schaumburg and its progeny. This analysis includes a survey of recent and pending fraud litigation against charities and their fundraisers, and a review of the Federal Trade Commission's “Operation Phoney Philanthropy.” Finally, the …
Tax-Exempt Organizations And Internet Commerce: The Application Of The Royalty And Volunteer Exceptions To Unrelated Business Taxable Income, Leeanna Izuel, Leslie Y. Park
Tax-Exempt Organizations And Internet Commerce: The Application Of The Royalty And Volunteer Exceptions To Unrelated Business Taxable Income, Leeanna Izuel, Leslie Y. Park
William Mitchell Law Review
The Internet has created new opportunities for both large and small tax-exempt organizations (EOs) to raise funds through relationships with online vendors and “charity malls.” EOs provide hyperlinks to online vendors' websites through affiliate arrangements. In return, EOs receive payments based on a percentage of sales made at the vendor websites attributable to the EOs' hyperlinks. EOs also enter into payment arrangements with charity malls. Charity malls are commercial websites that provide hyperlinks to online vendors and attract consumers by pledging to donate a percentage of any purchases made through the malls to charity. There is no express authority stating …
Opining On The 501(C)(3) Tax-Free Bond Transaction: Avoiding Common Borrower's Counsel Misconceptions, Gina M. Torielli
Opining On The 501(C)(3) Tax-Free Bond Transaction: Avoiding Common Borrower's Counsel Misconceptions, Gina M. Torielli
William Mitchell Law Review
There are two areas where borrowers’ counsel can easily misstep when representing a charitable organization in a tax-exempt bond deal. The first is failing to recognize that “private business use” under § 145 can (and does) result in situations that would not constitute an “unrelated trade or business” of the borrower. The second occurs when borrowers’ counsel conflate the test for “unrelated business taxable income” under § 512 with the use of “unrelated trades or businesses” in the definition of a qualified 501(c)(3) bond under § 145. A mistake in either of these areas could lead to an erroneous opinion …
The Limits Of Business Limited Liability: Entity Veil Piercing And Successor Liability Doctrines, John H. Matheson
The Limits Of Business Limited Liability: Entity Veil Piercing And Successor Liability Doctrines, John H. Matheson
William Mitchell Law Review
The quest for limited liability in business enterprises and transactions has been a driving force in the development of business organization law for centuries. The historical development of corporations and limited partnerships evidences this primary goal. The recent development of the modern forms of limited liability partnerships and limited liability companies proves that this quest continues unabated. In addition, parties to significant business transfer transactions have long sought by construct and contract to apportion and limit their respective legal responsibilities and liabilities. Counterbalancing this inexorable trend toward limited liability has been the penchant of common law jurisprudence to define its …
Experiments In Comparative Corporate Law: The Recent Italian Reform And The Dubious Virtues Of A Market For Rules In The Absence Of Effective Regulatory Competition, Marco Ventoruzzo
Journal Articles
The article addresses a sweeping Reform of corporate law which was enacted by the Italian government in 2003 and came into effect on January 1, 2004. The new statutory regulation significantly increases freedom of contract in corporate law, relying on the idea that the development of an efficient market for rules will allow the "natural selection" of the rules that better suit the need of the different stakeholders. Together - and to some extent to compensate for - this greater freedom of contract, new protections for minority shareholders have also been implemented. The reform also imports into the Italian legal …
Why Not Tell The Truth?, Charles W. Murdock
Why Not Tell The Truth?, Charles W. Murdock
Public Interest Law Reporter
No abstract provided.
The Sarbanes-Oxley Act And Fiduciary Duties, Lyman P. Q. Johnson, Mark A. Sides
The Sarbanes-Oxley Act And Fiduciary Duties, Lyman P. Q. Johnson, Mark A. Sides
Scholarly Articles
This article explores the implications of the Sarbanes-Oxley Act of 2002 for fiduciary duty analysis in corporate law. The article examines those provisions of the Act, and recent SEC, NYSE and NASDAQ rules, that most pointedly bear on corporate governance. The article develops in detail exactly how Sarbanes-Oxley and those rules may alter state fiduciary duty law. Sarbanes-Oxley makes unprecedented federal inroads into the area of corporate governance and, although the fact of federal incursion into corporate governance is important in its own right, the more intriguing issue concerns the eventual interplay between federal and state law. Specifically, on various …
Was Arthur Andersen Different? An Empirical Examination Of Major Accounting Firm Audits Of Large Clients, Theodore Eisenberg, Jonathan R. Macey
Was Arthur Andersen Different? An Empirical Examination Of Major Accounting Firm Audits Of Large Clients, Theodore Eisenberg, Jonathan R. Macey
Cornell Law Faculty Publications
Enron and other corporate financial scandals focused attention on the accounting industry in general and on Arthur Andersen in particular. Part of the policy response to Enron, the criminal prosecution of Andersen eliminated one of the few major audit firms capable of auditing many large public corporations. This article explores whether Andersen's performance, as measured by frequency of financial restatements, measurably differed from that of other large auditors. Financial restatements trigger significant negative market reactions and their frequency can be viewed as a measure of accounting performance. We analyze the financial restatement activity of approximately 1,000 large public firms from …
The Reporter's Rejoinder, Daniel S. Kleinberger
The Reporter's Rejoinder, Daniel S. Kleinberger
Faculty Scholarship
The word "rejoinder" connotes a reply to criticism, and that connotation sets the scope of this short essay. This Rejoinder will leave aside (albeit with thanks) the articles that explain the background to, the context for, or particular aspects of the Uniform Limited Partnership Act (2001). Instead, this Rejoinder will focus on the three articles that purport to find a blemish (Professor Bishop), a general theoretical deficiency (Mr. Callison and Dean Vestal), or a fundamental misconception (Professor Ribstein) in the new Act.
A User's Guide To The New Uniform Limited Partnership Act, Daniel S. Kleinberger
A User's Guide To The New Uniform Limited Partnership Act, Daniel S. Kleinberger
Faculty Scholarship
The shelf life on uniform entity acts seems to be decreasing. The original Uniform Partnership Act (UPA) lasted eight decades, and the original Uniform Limited Partnership Act (ULPA (1916)) lasted six. In contrast, the 1976 Revised Uniform Limited Partnership Act (RULPA (1976)) warranted major revisions after just nine years (RULPA (1985)), and only sixteen years later NCCUSL recommended to the states that they adopt ULPA (2001) to replace RULPA in toto. NCCUSL's Revised Uniform [General] Partnership Act - RUPA - was first approved in 1992 and went through five official versions in its first five years of existence. NCCUSL's Uniform …
Diversity Jurisdiction For Llcs? Basically, Forget About It, Daniel S. Kleinberger, Carter G. Bishop
Diversity Jurisdiction For Llcs? Basically, Forget About It, Daniel S. Kleinberger, Carter G. Bishop
Faculty Scholarship
No abstract provided.
Charging Orders And The New Uniform Limited Partnership Act: Dispelling The Rumors Of Disaster, Daniel S. Kleinberger, Carter G. Bishop, Thomas Geu
Charging Orders And The New Uniform Limited Partnership Act: Dispelling The Rumors Of Disaster, Daniel S. Kleinberger, Carter G. Bishop, Thomas Geu
Faculty Scholarship
Last year, an article published in this magazine focused on the charging order as "the Exclusive Remedy Against a Partnership Interest" and announced the "[s]hocking [r]evelation" that ULPA (2001)--the new Uniform Limited Partnership Act--undermines the "exclusive remedy" limitation on charging orders. The authors asserted categorically that, "from an asset protection perspective, the 2001 Act is considerably less protective of a partner's partnership interest than the 1976 Act." Elizabeth M. Schurig & Amy P. Jetel, A Charging Order Is the Exclusive Remedy Against a Partnership Interest: Fact or Fiction?, Prob. & Prop. 57, 58 (Nov./Dec. 2003).
As this article will show, …
An Environmental Agenda For The Future: Preserving The Environment And Strengthening The Economy, Liz Klein
An Environmental Agenda For The Future: Preserving The Environment And Strengthening The Economy, Liz Klein
Sustainable Development Law & Policy
No abstract provided.
Reforming Corporate Governance: What History Can Teach Us, Margaret M. Blair
Reforming Corporate Governance: What History Can Teach Us, Margaret M. Blair
Vanderbilt Law School Faculty Publications
In this Article, I turn to the history of corporate law for insight into the role that the corporate form plays in the organization of business enterprises. I then draw implications from this history for thinking about circumstances and situations in which corporate directors should have unimpeded control over business decisions, versus situations in which shareholders should have more input and control over business decisions. In Part I, I review historical evidence of the rapid growth in demand for the corporate form to organize businesses in the United States during the early nineteenth century. I compare the law that governed …
Global Corporate Reorganization/ Global Corporate Governace: Imperfect Information And Credible Commitment, Bernhard Grossfield
Global Corporate Reorganization/ Global Corporate Governace: Imperfect Information And Credible Commitment, Bernhard Grossfield
Richmond Journal of Global Law & Business
No abstract provided.