The Single Member Limited Liability Company As Disregarded Entity: Now You See It, Now You Don’T,
2010
Mitchell Hamline School of Law
The Single Member Limited Liability Company As Disregarded Entity: Now You See It, Now You Don’T, Daniel S. Kleinberger
Faculty Scholarship
The power and complexity of the single member limited liability company (“SMLLC”) comes from a conceptual contradiction: the conflation of owner and organization for tax purposes and the separation of owner and entity for non-tax, state law purposes. The contraction has significant practical consequences, which this article explores and illustrates, considering: • The SMLLC in federal court (single member not permitted to represent the LLC) • The IRS’s tortuous path to determining whether an SMLLC’s sole member is liable for the SMLLC’s unpaid employment taxes (yes; yes vindicated by the courts; then no, as a matter of policy) • Transfer …
Accountable Care Organizations: A New New Thing With Some Old Problems,
2010
Saint Louis University School of Law
Accountable Care Organizations: A New New Thing With Some Old Problems, Thomas L. Greaney
All Faculty Scholarship
When pressed for evidence that the proposed health reform legislation will control costs, proponents invariably cite the numerous pilot programs and other innovations in Medicare payment policy contained in the bill. At first blush, the ACO model seems well designed to foster competition among providers. Not unlike health maintenance organizations and other integrated delivery forms, ACOs assume responsibility for coordinating care and thus have strong incentives to provide cost effective care and to do so in a manner that is transparent and hospitable to comparative shoppers. But at the same time, the path of ACO development could prove profoundly anti-competitive. …
Shareholder Ownership And Primacy,
2010
Notre Dame Law School
Shareholder Ownership And Primacy, Julian Velasco
Journal Articles
According to the traditional view, the shareholders own the corporation. Until relatively recently, this view enjoyed general acceptance. Today, however, there seems to be substantial agreement among legal scholars and others in the academy that shareholders do not own corporations. In fact, the claim that shareholders do own corporations often is dismissed as merely a “theory,” a “naked assertion,” or even a “myth.” And yet, outside of the academy, views on the corporation remain quite traditional. Most people - not just the public and the media, but also politicians, and even bureaucrats and the courts - seem to believe that …
The Case For Semi-Strong-Form Corporate Scienter In Securities Fraud Actions,
2010
King & Spalding
The Case For Semi-Strong-Form Corporate Scienter In Securities Fraud Actions, Paul B. Maslo
Michigan Law Review First Impressions
The mental state of scienter - intent to defraud - is a required element of a securities fraud claim. The scienter inquiry is fairly straightforward when the defendant is an individual. It is more complex when a corporate entity is involved because a corporation can only act through its agents; it has no mind of its own. This article compares the three approaches courts have used to impute scienter to corporate defendants in the securities fraud context and concludes by recommending the approach which strikes an appropriate balance between several dueling public policy concerns.
Comments: Uncertainty For Practitioners And The Judiciary As Well As The Need For A Minimum Standard Demonstrate That Fiduciary Duties Should Be Incorporated Into Maryland's Llc Act,
2010
University of Baltimore School of Law
Comments: Uncertainty For Practitioners And The Judiciary As Well As The Need For A Minimum Standard Demonstrate That Fiduciary Duties Should Be Incorporated Into Maryland's Llc Act, Michael S. Spencer
University of Baltimore Law Review
No abstract provided.
Congress, Corporate Boards, And Oversight: A Public Law/Private Law Comparison,
2010
DePaul University College of Law
Congress, Corporate Boards, And Oversight: A Public Law/Private Law Comparison, Paul S. Miller
University of Richmond Law Review
No abstract provided.
Saying What They Mean: The False Claims Act Amendments In The Wake Of Allison Engine,
2010
University of Maryland Francis King Carey School of Law
Saying What They Mean: The False Claims Act Amendments In The Wake Of Allison Engine, Jeremy E. Gersh
Journal of Business & Technology Law
No abstract provided.
Congress Declares Checkmate: How The Fraud Enforcement And Recovery Act Of 2009 Strengthens The Civil False Claims Act And Counters The Courts,
2010
University of Maryland Francis King Carey School of Law
Congress Declares Checkmate: How The Fraud Enforcement And Recovery Act Of 2009 Strengthens The Civil False Claims Act And Counters The Courts, Jeffrey L. Handwerker, Matthew Solomson, Mahnu V. Davar, Kathleen H. Harne
Journal of Business & Technology Law
No abstract provided.
Foreword: In Berle’S Footsteps,
2010
Seattle University School of Law
Foreword: In Berle’S Footsteps, Charles R.T. O'Kelley
Seattle University Law Review
On the weekend of November 6–8, 2009, scholars from around the world gathered in Seattle for a symposium—In Berle’s Footsteps—celebrating the launch of the Adolf A. Berle, Jr. Center on Corporations, Law and Society. As founding director of the Berle Center, I described our undertaking: “It is with a profound sense of obligation to the legacy that has been entrusted to my care, that I announce the launching of the Adolf A. Berle, Jr. Center on Corporations, Law and Society. It is a privilege to follow in Berle’s footsteps.”
The Uncorporation's Domain,
2010
Villanova University Charles Widger School of Law
The Uncorporation's Domain, Larry E. Ribstein
Villanova Law Review
No abstract provided.
The Sound Of Silence: The Continuing Legal Debate Over Class Action Rescission Under Tila,
2010
UC Law SF
The Sound Of Silence: The Continuing Legal Debate Over Class Action Rescission Under Tila, Jo Carrillo, Paul Kofoed
UC Law Business Journal
This paper analyzes federal law on the issue of whether consumers of mortgage products can sue as a class to rescind a mortgage loan under the Truth in Lending Act. Embedded in this question are deeper economic issues about the cost and availability of credit in the United States, and about who should bear the risk of faulty mortgage disclosures. The Truth in Lending Act governs these matters as an existing statutory scheme that provides pre-bankruptcy and pre-default remedies to consumers of credit.
Should I Stay Or Should I Go - Covenants Not To Compete In A Down Economy: A Proposal For Better Advocacy And Better Judicial Opinions,
2010
UC Law SF
Should I Stay Or Should I Go - Covenants Not To Compete In A Down Economy: A Proposal For Better Advocacy And Better Judicial Opinions, Kate O'Neill
UC Law Business Journal
This article is an effort to think about covenants not to compete from a theoretical and practical standpoint. Employee covenants not to compete generate a lot of legal disputes perhaps, in part, because they often bite when an employment relationship is already on the rocks and then they extend their restraints out past the time of any productive exchange between the parties. Employee covenants not to compete also generate scores of academic articles because there are always new cases to write about and because covenants dwell on a fault line that runs between freedom of contract and substantive control over …
Confusing Bundling With Tying Under Article 82 Ec: Batteries Included Or It Only Comes With Fries,
2010
UC Law SF
Confusing Bundling With Tying Under Article 82 Ec: Batteries Included Or It Only Comes With Fries, Robert M. Schwartz
UC Law Business Journal
"Bundling" and "tying" are terms commonly used to describe business practices engaged in by undertakings at every level of economic power. In nine separate instances the Court of First Instance in its Microsoft Decision held that the Commission had established Microsoft Corporation's practice of "abusive bundling"(the first time a Community Court had used the term). The CFI also upheld the Commission's findings by indiscriminately referring to them as either "tying" or "bundling" and justifying the result because it "can be deduced both from the very concept of bundling and from the case-law...". Shortly after the Commission issued its Guidance on …
The 1996 Arbitration And Conciliation Act: A Step Toward Improving Arbitration In India,
2010
UC Law SF
The 1996 Arbitration And Conciliation Act: A Step Toward Improving Arbitration In India, Harpreet Kaur
UC Law Business Journal
This paper evaluates India's 1996 Arbitration and Conciliation Act and makes three points. First, it demonstrates that the Act improved the arbitration process since judicial intervention only occurs when necessary to police the process and to resolve and interpret ambiguities about Parliament's intent. Second, in spite of being a substantial improvement, the process can be even more effective in expediting the process with a few revisions. Arbitration in India can further improve if the arbitral tribunal had a more active role in dispute resolution. Finally, revising the act to only allow institutional arbitration is crucial for parties and attorneys to …
Four Key Elements To Successful Financial Regulatory Reform,
2010
UC Law SF
Four Key Elements To Successful Financial Regulatory Reform, Reza Dibadj
UC Law Business Journal
The most recent crisis on Wall Street presents our nation with an extraordinary opportunity to begin a conversation about the economic and social policies that have led to the financial meltdown we have witnessed over the past few years. In keeping with the timely and crucial theme of the Hastings Business Journal's 2009 Symposium, this Article does not chronicle the crisis, but rather focuses on the lessons it might hold in getting "beyond the bailout." To mitigate, or perhaps even avoid, future disasters I argue that policymakers should focus on remedying four pernicious facilitators to scandal: dissemination of untruthful or …
Evolution And Effectiveness Of Independent Directors In Indian Corporate Governance,
2010
UC Law SF
Evolution And Effectiveness Of Independent Directors In Indian Corporate Governance, Umakanth Varottil
UC Law Business Journal
The purpose of this Article is two-fold: (i) to identify the rationale for the emergence of independent directors by tracing their evolution in the U.S. and the U.K. where they originated; and (ii) to examine the transplantation of that concept into India with a view to evaluating the effectiveness of independent directors in that country. This Article finds that there are significant differences in the corporate ownership structures and legal systems between the countries of origin of independent directors on the one hand and India on the other. Due to the diffused shareholding structures in the U.S. and the U.K., …
Every Rose Has Its Thorn: A New Approach To Deaccession,
2010
UC Law SF
Every Rose Has Its Thorn: A New Approach To Deaccession, Andrew W. Eklund
UC Law Business Journal
In January 2009, Brandeis University announced that it planned to sell off the entire art collection of the Rose Art Museum. The purpose of this Note is to compare the situation at Brandeis against three previously-suggested methods of dealing with "deaccession," the sale of artwork by museums, and to suggest a fourth, hybrid approach to deaccession. The approach takes elements of the other models, and based on the American Association of Museum's Code of Ethics for Museums, proposes a new standard. Part I gives an overview of the American Association of Museum's Code of Ethics for Museums and a brief …
Litigation And Recoupment Of Executive Compensation,
2010
UC Law SF
Litigation And Recoupment Of Executive Compensation, Stephanie L. Soondar, Allen Major, Candace Hines
UC Law Business Journal
Merrill Lynch suffered fourth quarter losses of $9.8 billion dollars in 2008. Simultaneous to its $50 billion federally aided acquisition by Bank of America, Merrill was given the green light by Bank of America to pay as much as $5.6 billion dollars in incentive compensation. The legal fallout regarding the losses and the bonuses has been dramatic by any standard. As a separate drama, Troubled Asset Relief Program Special Master Kenneth Feinberg has been a constant presence in the media throughout 2009, ruling on compensation proposals at companies that received federal financing. Contemporaneously, the legal and business communities are curiously …
Lights, Camera, Sanction - Whether A Proposed Anti-Paparazzi Ordinance Would Limit Investigative Journalism In The News Business,
2010
UC Law SF
Lights, Camera, Sanction - Whether A Proposed Anti-Paparazzi Ordinance Would Limit Investigative Journalism In The News Business, Shelly Rosenfeld
UC Law Business Journal
While the value of paparazzi-driven journalism is very low, it would be a detriment to the public if paparazzi regulations would potentially limit, or even have a chilling effect on valuable investigative news, merely because there were similar ways the two acquired information. Certain newsgathering torts permit one to consider the newsworthiness, and hence public interest of the stories in question in evaluating the claim. Just as a driver who runs a red light on the way to visit a sick relative in the hospital has still broken the law, if a reporter breaks the more stringent regulations imposed on …
The Transformation Of Freedom Of Speech: Unsnarling The Twisted Roots Of Citizens United V. Fec, 44 J. Marshall L. Rev. 69 (2010),
2010
UIC School of Law
The Transformation Of Freedom Of Speech: Unsnarling The Twisted Roots Of Citizens United V. Fec, 44 J. Marshall L. Rev. 69 (2010), Steven J. André
UIC Law Review
No abstract provided.
