Business Organizations Law Commons^™

A Primer On Protecting Tax Losses From A Section 382 Ownership Change, Mark C. Van Deusen

William & Mary Annual Tax Conference

No abstract provided.

The Fatal Design Defects Of L3cs, Daniel S. Kleinberger

Faculty Scholarship

This article argues that the L3C is an unnecessary and unwise contrivance, and it's very existence is inherently misleading. The notion that an L3C should have privileged status under the Internal Revenue Code (known as the Code) for access to tax-exempt foundation resources is inescapably at odds with the key policies that underpin the relevant Code sections, and L3Cs are not on track-let alone on a fast track-to receive special status under the Code. An ordinary limited liability company (LLC) can perform precisely the same functions proclaimed of L3Cs. In addition, because of technical flaws, the L3C legislation adopted to …

The Curious Case Of Directors' And Officers' Liability For Supervision And Management: Exploring The Intersection Of Corporate And Tort Law, Martin Petrin

American University Law Review

No abstract provided.

The Role Of Corporate Law In Preventing A Financial Crisis: Reflections On In Re Citigroup Inc. Shareholder Derivative Litigation, Franklin A. Gevurtz

Global Business & Development Law Journal

No abstract provided.

The Role Of Corporate Law In Preventing A Financial Crisis: Reflections On In Re Citigroup Inc. Shareholder Derivative Litigation, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.

Corporate Governance Ii – Accountability Rules, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.

What Can We Learn From The 2010 Bp Oil Spill: Five Important Corporate Law And Life Lessons, Joseph Karl Grant

McGeorge Law Review

No abstract provided.

Patenting By Entrepreneurs: An Empirical Study, Ted Sichelman, Stuart J.H. Graham

Michigan Telecommunications & Technology Law Review

[T]he Ewing Marion Kauffman Foundation--an organization that studies and promotes entrepreneurship in the United States--funded an effort at the University of California, Berkeley School of Law, to undertake the first comprehensive survey of the relationship between patenting and entrepreneurship in the United States. The authors, along with other investigators, administered the survey in 2008 to approximately 15,000 startup and early-stage companies in the biotechnology, medical device, information technology (IT) hardware, and software and Internet sectors. A portion of the survey examined why entrepreneurs, startups, and early-stage companies do (and do not) seek patents. This Article reports and analyzes results from …

Balancing Judicial Cognizance And Caution: Whether Transnational Corporations Are Liable For Foreign Bribery Under The Alien Tort Statute, Matt A. Vega

Michigan Journal of International Law

In the process of applying the ATS to foreign bribery, this Article will examine several unresolved issues surrounding this statutory grant. It will seek to (1) determine what constitutes a "violation of the law of nations," (2) refute the proposition that private defendants may be prosecuted under the ATS for only the most shocking and egregious jus cogens violations, (3) determine when and to what extent state action is required in ATS litigation, and (4) examine the limitations of the fundamental principles of international law on ATS litigation.

Freezing Out Ben & Jerry: Corporate Law And The Sale Of A Social Enterprise Icon, Antony Page, Robert A. Katz

Faculty Publications

Companies with social missions are frequently bought by larger, more conventional profit-seeking firms and just as frequently accused of “selling out.” Ben & Jerry’s Homemade Inc. is perhaps the leading example: its takeover by international conglomerate Unilever is an oft-repeated cautionary tale of the negative proclivities of the publicly-traded corporate form and profit-maximizing corporate law. Contrary to conventional wisdom, however, corporate law did not compel the sale, or sell-out, of Ben & Jerry’s. This familiar account omits a critical part of the narrative -- the company and its founders had established impressive anti-takeover defenses that, when pressed, the board declined …

Challenges And Opportunities For The Tax Professional Guiding Closely-Held Entities: 2009 & 2010 Regulatory And Judicial Developments Impacting Fourth Circuit Tax Practitioners, Rose L. Bailey

Campbell Law Review

When framing adequate tax advice to protect oneself from preparer penalties under sometimes ambiguous or unsettled tax law, or when trying to affect your best appellate argument or direct a strategic audit litigation path, there can be no doubt of the importance of considering judicial precedent developments in all of these paths. To that end, under the discretion of this Author, a selection of relevant administrative regulations and rulings as well as judicial authority rendered in 2009 through spring 2010 are contained in this Article to cover significant income taxation developments impacting certain closely-held entities. Closely-held entities are considered, for …

The People Versus Corporate Welfare: North Carolina's Forsaken Opportunity To Reverse Perversion Of The Commerce Clause And To Reinvigorate The Public Purpose Doctrine, Jeanette K. Doran

Campbell Law Review

This Article neither espouses judicial intervention in any political controversy nor offers "broad" and "sweeping" constitutional theories. Instead, this Article is calculated to recognize the efforts of taxpayers who have resorted to the very constitutional rights afforded to them as citizens and taxpayers to challenge governmental acts which are repugnant to the very foundations of our society and to encourage the judiciary to fulfill its duty to reject legislation which is contrary to the state or federal constitution. As the North Carolina Supreme Court stated in the Great Atlantic & Pacific Tea Co. v. Maxwell case: "The principle of equal …

Barriers To Effective Risk Management, Michelle M. Harner

Faculty Scholarship

“As long as the music is playing, you’ve got to get up and dance. We’re still dancing.”**

This now infamous quote by Charles Prince, Citigroup’s former Chief Executive Officer, captures the high-risk, high-reward mentality and overconfidence that permeates much of corporate America. These attributes in turn helped to facilitate a global recession and some of the largest economic losses ever experienced in the financial sector. They also represent certain cognitive biases and cultural norms in corporate boardrooms and management suites that make implementing a meaningful risk culture and thereby mitigating the impact of future economic downturns a challenging proposition.

The …

Director Liability For Corporate Crimes: Lawyers As Safe Haven?, John A. Humbach

Elisabeth Haub School of Law Faculty Publications

The fines and penalties assessed against corporations are running into the billions of dollars each year. Part of the reason is that the managers and employees of entrepreneurial organizations have inherent incentives to engage in conduct that exposes the entity to fines and penalties. This article considers the legal bases for shifting these law-enforcement losses back to directors who are actively involved in creating them, either because they approved or they deliberately ignored the corporation’s legal or regulatory violations (Part II). It then examines bases for shifting these losses back to directors even when their involvement in the non-compliance is …

African-American Entrepreneurs: Integration, Education, And Exclusion, Cheryl L. Wade

Faculty Publications

(Excerpt)

In this Article, I describe some of the subtle, obscure, and hidden challenges that African-American entrepreneurs face by providing the narratives of three African-American businesspeople. Two of the narratives are about African Americans who started businesses in the first half of the twentieth century. Theirs is a success story. Their businesses thrived. Yet, for a variety of reasons, the success these two entrepreneurs enjoyed would be unlikely today, even with the legislation and policy initiatives enacted in the latter half of the twentieth century and aimed at providing access to opportunities for people of color. The third narrative is …

The Plight Of The Derivative Plaintiff: Justice Carter’S Dissent In Hogan V. Ingold, Michele Benedetto Neitz

Publications

Written over fifty years ago, Justice Carter’s Hogan dissent championed the rights of individuals with corporate investments to sue dishonest corporate officials through derivative lawsuits. His emphasis on justice and fairness for shareholders established Justice Carter as a visionary in the area of corporate ethics. Unfortunately, as the scandals of the modern era have demonstrated, many of Justice Carter’s concerns for shareholders remain justified.

Mutuales Y Representación Cambiaria, Pablo A. Legón

Pablo A Legón

Breve anotación a fallo sobre la aplicación del régimen de representación previsto en el art. 58 de la ley de sociedades a las asociaciones mutuales

Legal Processing Outsourcing: Is The Lack Of A Regulatory Framework One Of The Challenges Facing The Lpo Industry In India?, Mubashshir Sarshar

Mubashshir Sarshar

No abstract provided.

Case Study: 1950-1970 Section- 6, The Transfer Of Property Act, 1882, Mubashshir Sarshar

Mubashshir Sarshar

No abstract provided.

Amartya Sen's Theory Of Poverty, Mubashshir Sarshar

Mubashshir Sarshar

No abstract provided.