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Leaving Law Firms With Client Fees: Florida's Path, Donald J. Weidner 2017 Florida State University College of Law

Leaving Law Firms With Client Fees: Florida's Path, Donald J. Weidner

Scholarly Publications

No abstract provided.


Holding Investment Bankers Liable For Aiding And Abetting Corporate Directors: The Under-Deterrent, Maren Worley 2017 Brigham Young University Law School

Holding Investment Bankers Liable For Aiding And Abetting Corporate Directors: The Under-Deterrent, Maren Worley

Brigham Young University Journal of Public Law

No abstract provided.


Corporate Tax Avoidance And Honoring The Fiduciary Duties Owed To The Corporation And Its Stockholders, Eric C. Chaffee, Karie Davis-Nozemack 2017 University of Toledo College of Law

Corporate Tax Avoidance And Honoring The Fiduciary Duties Owed To The Corporation And Its Stockholders, Eric C. Chaffee, Karie Davis-Nozemack

Boston College Law Review

Corporate tax avoidance is a pressing issue of both national and international concern. Corporations usually claim that they are legally required to engage in aggressive tax strategies. But this Article proves that claim is incorrect when based upon the fiduciary duties owed to the corporation and its stockholders. Directors and other corporate managers often look to the classic case of Dodge v. Ford, which is ubiquitous in corporate law from the boardroom to the courtroom, as a North Star that guides them toward and defines their fiduciary duties to the corporation and its stockholders. In Dodge, the court held, “A ...


The Public Interest In Corporate Settlements, Brandon L. Garrett 2017 University of Virginia School of Law

The Public Interest In Corporate Settlements, Brandon L. Garrett

Boston College Law Review

Corporate settlements are proliferating in form and function. They include consent decrees, corporate integrity agreements, deferred prosecution agreements, non-prosecution agreements, leniency agreements, and plea bargains. Enforcers at the federal and state level enter an array of administrative, civil, and criminal resolutions of enforcement actions against companies. The reach of these settlements is global, and corporate fines have reached new records, with penalties in the hundreds of billions of dollars affecting entire industries and economies. These settlements have not been studied together as a subject, perhaps because they span very different fields, from antitrust to banking, environmental law, health law, and ...


Gardner Ex Rel. V. Eighth Judicial Dist. Court, 133 Nev. Adv. Op. 89 (Nov. 22, 2017), Will Carter 2017 University of Nevada, Las Vegas -- William S. Boyd School of Law

Gardner Ex Rel. V. Eighth Judicial Dist. Court, 133 Nev. Adv. Op. 89 (Nov. 22, 2017), Will Carter

Nevada Supreme Court Summaries

The alter ego doctrine applies to LLCs and corporations, such that creditors may reach manager’s assets. The Court held that an LLC does not protect a manager or member from their own individual acts of negligence. Therefore, the Court directed the district court to vacate because, “the varieties of fraud and injustice that the alter ego doctrine was designed to redress can be equally exploited through limited liability companies.”


Poke Your Nose Into Your Clients' Businesses (If You Want To Understand Their Contracts), James W. Bowers 2017 University of Maine School of Law

Poke Your Nose Into Your Clients' Businesses (If You Want To Understand Their Contracts), James W. Bowers

Maine Law Review

Thirty years ago Grant Gilmore argued that “Contract” was dead. This lecture, delivered as 2004 Godfrey Scholar-in-Residence at the University of Maine School of Law, considers the cause of death. Since the expired doctrines arose in a common law process, the lecture argues their demise resulted from the failings of lawyers, especially lawyers' commitment to wooden, formalist legal methods. I explore some of the reasons why lawyers became committed to these methods, and argue that even were nineteenth-century formalistic practices resurrected, modern lawyers must still be prepared to understand the potential effects business contexts might have in contract disputes and ...


Maine Corporation Law & Practice, 2nd Edition, George F. Eaton II, Kristy M. Smith 2017 University of Maine School of Law

Maine Corporation Law & Practice, 2nd Edition, George F. Eaton Ii, Kristy M. Smith

Maine Law Review

In 2001, several members of the Business Law Section of the Maine Bar Association convened the Corporate Law Revision Committee (the Committee), which set out to adapt the Model Business Corporation Act (the Model Act) for use in Maine. Maine's corporation law had not benefited from a comprehensive over-haul since 1971, and notwithstanding periodic updates of specific components of the statutory regime over the years, a thorough and comprehensive revision was needed to keep pace with modern corporate law and practice in the twenty-first century. The Committee's efforts, under the leadership of James B. Zimpritch, Esq., widely acknowledged ...


Smith V. Van Gorkom And The Kobayashi Maru: The Place Of The Trans Union Case In The Development Of Delaware Corporate Law, Robert T. Miller 2017 College of William & Mary Law School

Smith V. Van Gorkom And The Kobayashi Maru: The Place Of The Trans Union Case In The Development Of Delaware Corporate Law, Robert T. Miller

William & Mary Business Law Review

Although it is dangerous to attempt to say anything new about Smith v. Van Gorkom, the most controversial decision in the history of Delaware corporate law, this Article tries to do so by arguing that the extensive development of Delaware law since the time of the case allows us a perspective on Van Gorkom not available when the case was decided in 1985 or, indeed, for a long time thereafter. In particular, Van Gorkom had as important a role in the evolution of Delaware law as the three other outstanding cases decided by the Delaware Supreme Court in the miracle ...


Can Taxes Mitigate Corporate Governance Inefficiencies?, Noam Noked 2017 College of William & Mary Law School

Can Taxes Mitigate Corporate Governance Inefficiencies?, Noam Noked

William & Mary Business Law Review

Policymakers have long viewed tax policy as an instrument to influence and change corporate governance practices. Certain tax rules were enacted to discourage pyramidal business structures and large golden parachutes, and to encourage performance-based compensation. Other proposals, such as imposing higher taxes on excessive executive compensation, have also attracted increasing attention.

Contrary to this view, this Article contends that the ability to effectively mitigate corporate governance inefficiencies through the use of corrective taxes is very limited, and that these taxes may cause more harm than benefit. There are a few reasons for the limited effectiveness of corrective taxes. Importantly, the ...


A Progressive Case For A Universal Transaction Tax, Gary Chartier 2017 University of Maine School of Law

A Progressive Case For A Universal Transaction Tax, Gary Chartier

Maine Law Review

Federal Reserve Board chair Alan Greenspan’s recent call for tax simplification and his acknowledgement of arguments for a consumption tax may help to place the question of such taxes, including a value-added tax (VAT), on the national political agenda. If the possibility of imposing a VAT does receive significant national attention, the debate it occasions will obviously, and appropriately, focus in part on a variety of technical questions. But normative questions will likely be at issue as well. A VAT is like a sales tax, but is applied at each stage in a product’s development and not merely ...


Embezzlement - The Next Generation, Joseph A. DiVito, Esq., Kevin M. Kearney, Esq. 2017 St. John's University School of Law

Embezzlement - The Next Generation, Joseph A. Divito, Esq., Kevin M. Kearney, Esq.

The Catholic Lawyer

No abstract provided.


Souza Et Al., Order On Plaintiffs' Motion To Compel, Elizabeth E. Long 2017 Fulton County Superior Court

Souza Et Al., Order On Plaintiffs' Motion To Compel, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


Souza Et Al., Amended Order Granting Defendants' Motion To Dismiss, Elizabeth E. Long 2017 Fulton County Superior Court

Souza Et Al., Amended Order Granting Defendants' Motion To Dismiss, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


Trump's "Big-League" Tax Reform: Assessing The Impact Of Corporate Tax Changes, Ryan J. Clements 2017 University of Alberta Faculty of Law

Trump's "Big-League" Tax Reform: Assessing The Impact Of Corporate Tax Changes, Ryan J. Clements

Michigan Business & Entrepreneurial Law Review

This Article reviews and assesses corporate tax reforms advocated by President Donald Trump during his presidential campaign and signed into law since taking office (the Tax Cuts and Jobs Act of 2017), in light of economic theory and the Modigliani-Miller Irrelevance Theorem. The Ar-ticle argues that companies will adapt polcies in light of new taxation mea-sures, thereby impacting the effectiveness of reform. In support of this conclusion, the Article surveys two empirical studies—one in relation to the repatriation efforts of President Bush’s Homeland Investment Act and an-other in relation to unexpected changes to the taxation of Canadian income ...


Volkswagen's Bad Decisions & Harmful Emissions: How Poor Process Corrupted Codetermination In Germany's Dual Board Structure, Nicola Faith Sharpe 2017 University of Illinois, College of Law

Volkswagen's Bad Decisions & Harmful Emissions: How Poor Process Corrupted Codetermination In Germany's Dual Board Structure, Nicola Faith Sharpe

Michigan Business & Entrepreneurial Law Review

This Article directly challenges the often argued proposition that Ger-many’s two-tier board of directors is superior to America’s single-tier board structure. It argues that regardless of structure, any decision-making body that lacks effective decision-making processes is at signifcant risk of failure, scandal, and ineffectiveness. Legal scholars and policymakers have largely ignored the connection between decision-making processes and the efficacy of corporate leadership. The Article is the first to examine this underexplored relationship in the context of the German dual-board.

Volkswagen’s 2015 emissions scandal provides a vehcicle to critcally assess the relationship between Germany’s two-tiered board and ...


Corporate Directors In The United Kingdom, Stephen M. Bainbridge 2017 College of William & Mary Law School

Corporate Directors In The United Kingdom, Stephen M. Bainbridge

William & Mary Law Review Online

In the United States, state corporation law uniformly provides that only natural persons may serve as directors of corporations. Corporations, limited liability companies, and other entities otherwise recognized in the law as legal persons are prohibited from so serving. In contrast, the United Kingdom allowed legal entities to serve as directors of a company. In 2015, however, legislation came into force adopting a general prohibition of these so-called corporate directors, albeit while contemplating some exemptions. This Article argues that there are legitimate reasons companies may wish to appoint corporate directors. It also argues that the transparency and accountability concerns that ...


Getting To Guilty: The Necessary Shift To Individual Accountability For Corporate Wrongdoing, Paige Wheeler 2017 University of Missouri School of Law

Getting To Guilty: The Necessary Shift To Individual Accountability For Corporate Wrongdoing, Paige Wheeler

The Business, Entrepreneurship & Tax Law Review

In September of 2015, Deputy Attorney General, Sally Yates, declared that the Department of Justice would shift its focus to pursuing individual accountability for cases of corporate wrongdoing, This shift reflects a change in directives, as the Department of Justice commonly resolved cases of corporate wrongdoing through the companies themselves prior to what is now commonly known as the Yates Memorandum. The Yates Memorandum centers on the conclusion that one of the most successful ways to tackle corporate misconduct is by making sure that the individuals who are committing the wrongdoing are held accountable for their actions. The Yates Memorandum ...


Brief Of Amici Curiae Corporate Law Professors In Masterpiece Cakeshop, Ltd. V. Colorado Civil Rights Commission, Harold Kent Greenfield, Daniel A. Rubens 2017 Boston College Law School

Brief Of Amici Curiae Corporate Law Professors In Masterpiece Cakeshop, Ltd. V. Colorado Civil Rights Commission, Harold Kent Greenfield, Daniel A. Rubens

Boston College Law School Faculty Papers

Professor Greenfield was the principal author of an amicus brief on behalf of 33 corporate law professors in Masterpiece Cakeshop, Ltd. v. Colorado Civil Rights Commission, argued in December 2017. The brief argues that shareholders’ religious and political beliefs should not be projected onto a corporation for purposes of First Amendment accommodation.


Solving The Corporate Inversion Phenomenon: An Exercise In Free Market Patriotism, Protectionism Through Faciliation, Brian Thompson 2017 University of Missouri School of Law

Solving The Corporate Inversion Phenomenon: An Exercise In Free Market Patriotism, Protectionism Through Faciliation, Brian Thompson

The Business, Entrepreneurship & Tax Law Review

The United States government grapples with the right solution to deter corporations from inverting abroad. A corporation’s decision to invert is made in the interest of its shareholders, including many who are United States citizens. However, many have called inverting corporations unpatriotic, traders, and cheaters. These labels shift the blame to an easy scapegoat. In order to quell this recent phenomenon, the United States government must move beyond rhetoric and reevaluate the cause of the exodus. Politicians have no one to blame but themselves and the outdated corporate policy they have left in place. Heavyhanded government policies to punish ...


Is Say On Pay All About Pay? The Impact Of Firm Performance, Jill E. Fisch, Darius Palia, Steven Davidoff Solomon 2017 University of Pennsylvania Law School

Is Say On Pay All About Pay? The Impact Of Firm Performance, Jill E. Fisch, Darius Palia, Steven Davidoff Solomon

Steven M. Davidoff Solomon

The Dodd-Frank Act of 2010 mandated a number of regulatory reforms including a requirement that large U.S. public companies provide their shareholders with the opportunity to cast a non-binding vote on executive compensation. The “say on pay” vote was designed to rein in excessive levels of executive compensation and to encourage boards to adopt compensation structures that tie executive pay more closely to performance. Although the literature is mixed, many studies question whether the statute has had the desired effect. Shareholders at most companies overwhelmingly approve the compensation packages, and pay levels continue to be high. Although a lack ...


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