Commercial Law Commons^™

Post-Dissolution Liabilities Of Shareholders And Directors For Claims Against Dissolved Corporations, D. Gilbert Friedlander, P. Anthony Lannie

Vanderbilt Law Review

This Article initially will explore the nature and extent of shareholders' and directors' liabilities for contingent claims against the dissolved corporation by examining section 105 of the Model Business Corporation Act and the case law of those states that have adopted the Model Act.' Two purposes underlying the Model Act are uniformity and progressive resolution of issues inadequately resolved by the common law or earlier statutes. An exhaustive analysis of the case law under section 105 of the Model Act, however,reveals that both purposes have been frustrated, if not defeated. First, uniformity among jurisdictions, as well as within each Model …

State Buy-American Laws - Is There A Judicial Solution?, George C. Lamb, Iii

Vanderbilt Law Review

State buy-American statutes are among the most peculiar of legislative responses to problems of unemployment and low levels of economic growth in the United States. Designed to decrease unemployment among American workers by promoting the development of American industry, the statutes typically require that purchasers of goods to be used in state-subsidized projects prefer products manufactured in America over those made in foreign countries, often regardless of price or quality.' State buy-American statutes are presently in effect in a number of states, despite criticism that they constitute devices of economic protectionism for domestic goods and barriers to a unified United …

Competing Merger Offers - Disclosure And Related Problems, Author Unidentified

Vanderbilt Law Review

An attractive company that makes known its desire to find a merger partner or announces an agreement in principle to merge with another corporation is likely to receive multiple inquiries or multiple offers from acquisition-minded corporations. This Note examines various problems and duties confronting a publicly held company' that receives multiple merger inquiries and offers. The starting point for this analysis is one court's directive that a proxy statement soliciting shareholder approval of a merger recommended by management must disclose competing merger offers from third parties if such offers are "definitive" and "may" be more advantageous to the shareholders than …

Section 243 And Bootstrap Sales: The Dilemma Of The Corporate Shareholder, Don B. Cannada

Vanderbilt Law Review

The differences in the tax treatment of dividends and redemptions, the tax goals of individual and corporate shareholders, and the characterizations given corporate distributions by the Internal Revenue Service and the courts have combined to create over-whelming confusion for corporate bootstrap sales. The purpose of this Note is to formulate a rational, consistent approach to the tax treatment of corporate bootstrap sales. Accordingly, this Note initially will discuss various lines of cases governing the possible tax treatment of the seller in a bootstrap acquisition. Special emphasis will be placed on the recent line of cases that deny section 243 intercorporate …

Bribery And Brokerage: An Analysis Of Bribery In Domestic And Foreign Commerce Under Section 2 ( C ) Of The Robinson-Patman Act, Michigan Law Review

Michigan Law Review

This Note first analyzes the substantive and jurisdictional criteria of section 2(c) to evaluate the possible and the desirable scope of its applicability to commercial bribery. The Note next asks whether this statute reaches bribery of domestic and foreign government officials and concludes that where the requirements of section 2(c) are otherwise met and where the person accepting the bribe is acting administratively rather than politically, the statute could be applied to bribery of agents of domestic governments. However, a wholesale application of section 2( c) to bribery of foreign government agents would leave American competitors in foreign commerce defenseless …

Preface, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

Table Of Contents - Issue 1, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

Recent Developments, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

Reconsidering The Law Of Countervailing Duties: United States V. Zenith Radio Corporation, Johnson A. Salisbury

North Carolina Journal of International Law

No abstract provided.

Common Currencies: Precedents And Prospects, Frank A. Southard Jr.

North Carolina Journal of International Law

No abstract provided.

Double Criminality In The Extradition Law Of The United States: Freedman V. United States, Thomas Land Fowler

North Carolina Journal of International Law

No abstract provided.

Testing Wisconsin's Alien Land Law: Lehndorff Geneva, Inc. V. Warren, Becky Lynn Bowen

North Carolina Journal of International Law

No abstract provided.

The Attorney Client Privilege Under The Foreign Agents Registration Act Of 1938: Attorney General V. Covington And Burling, Stuart Oliver Baesel Jr.

North Carolina Journal of International Law

No abstract provided.

Expanding State Court Jurisdiction Over Foreign Car Manufacturers: Crose V. Volkswagonwerk Aktiengesellschaft, Isaac Noyes Northrup Jr.

North Carolina Journal of International Law

No abstract provided.

Book Reviews, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

Uniform Commercial Code—Accounts Receivable Financing: Secured Parties' New Doubts Under The "Casual And Isolated" Test—Architectural Woods, Inc. V. State, 88 Wn. 2d 406, 562 P.2d 248 (1977), Norman B. Page

Washington Law Review

The Washington Supreme Court held, in Architectural Woods, Inc. v. State, that the assignment fell within section 9-302(1)(e) and that since plaintiffs security interest was thus automatically perfected, the bank's interest was subordinate." In deciding that Didco's assignment to plaintiff fell within the section 9-302(1)(e) exemption from filing, the court was required to construe the language of that subsection and its accompanying official comment. More particularly, the court considered the appropriate test for determining whether the assignment constituted a "significant part" of Didco's outstanding accounts and contract rights. This note will analyze the court's reasoning in adopting the "casual and …

Simplication Of Trade Documentation, Arthur E. Baylis

North Carolina Journal of International Law

No abstract provided.

International Regulation Of Air Pollution, James H. Pannabecker

North Carolina Journal of International Law

No abstract provided.

The Foreign Sovereign Immunities Act Of 1976, Dumont Iv Clarke

North Carolina Journal of International Law

No abstract provided.

Recent Developments, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

The Orderly Marketing Agreement With Japan: Implications For U.S. Trade Policy, Robert C. Klose

North Carolina Journal of International Law

No abstract provided.

Book Reviews, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

Life Salvage Or Restituation: Peninsular & Oriental Steam Navigation Co. V. Overseas Oil Carriers, Wilson Hayman

North Carolina Journal of International Law

No abstract provided.

Recent Cases, James S. Hutchinson, James R. Newson, Iii, Andrew W. Byrd, Judith Mi. Janssen, John E. Tavss

Vanderbilt Law Review

Civil Procedure--Attorney-Client Privilege-- Privilege Protects Communications Made by Corporate Employee To Secure Legal Advice and a Matter Committed to a Professional Legal Advisor Is Prima Facie Committed To Secure Legal Advice

James S. Hutchinson

attorney-client privilege, the "predominance" test, legal activities

In summary, courts have not yet resolved how to determine who may qualify as the corporate client for purposes of the attorney-client privilege...

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Constitutional Law-- Confrontation Clause-Admission at Trial of Slain Informant's

Prior Grand Jury Testimony Against Defendants Does …

Table Of Contents - Issue 2, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

Xiii. Trade Regulation

Washington and Lee Law Review

No abstract provided.

General Equitable Principles Under Section 1-103 Of The Uniform Commercial Code, Robert S. Summers

Cornell Law Faculty Publications

No abstract provided.

Uniform Commercial Code And The Concept Of Possession In The Marketing And Financing Of Goods, John F. Dolan

Law Faculty Research Publications

The "buyer in ordinary course" rule of section 9-307(1) of the Uniform Commercial Code shelters good faith purchasers of certain goods from the rival claims of sellers' secured creditors. Professor Dolan argues that the Code's refusal to let title determine disputes over goods in other contexts extends to clashes between creditors and buyers under section 9-307(1). Hefinds the key to the Code's scheme for settling these clashes in the "special property interest" a buyer acquires at the moment goods are identied to a contract of sale. The scheme, he believes, is one ofgeneral respect for reasonable expectations based on possession, …

An Appreciation, Robert L. Fuerst

North Carolina Journal of International Law

No abstract provided.

Preface, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.