Corporation and Enterprise Law Commons^™

The Social Enterprise Revolution In Corporate Law: A Primer On Emerging Corporate Entities In Europe And The United States And The Case For The Benefit Corporation, Robert T. Esposito

William & Mary Business Law Review

Remarkably, in the face of a global recession, the social enterprise sector continued to experience extraordinary growth in both financial support and the number of newly authorized corporate entities aimed at social entrepreneurs who seek to use the power of business to simultaneously achieve profit and social or environmental benefits. This Article highlights recent developments in the social enterprise movement in Europe and the United States and focuses on the emergence of a surprisingly broad range of newly authorized corporate entities on both continents in response to the needs of social entrepreneurs. These include social cooperatives and the community interest ...

The Business Judgment Rule As An Immunity Doctrine, Lori Mcmillan

William & Mary Business Law Review

The business judgment rule is a judicially created doctrine that protects directors from personal civil liability for the decisions they make on behalf of a corporation. In today’s era of corporate scandals, global financial meltdowns, and directorial malfeasance, it has become especially important in setting the bar for when directors are appropriately responsible to shareholders for their actions. Traditionally the business judgment rule has been regarded as a standard of liability, although it has never really been explored or enunciated as such. This view determines eligibility for business judgment rule protection of a directorial decision after an examination of ...

Toward An Empirical And Theoretical Assessment Of Private Antitrust Enforcement, Joshua P. Davis, Robert H. Lande

Seattle University Law Review

The predominant view in the antitrust field has been that private enforcement, and especially class action cases, yields little or no positive results. This Article analyzes these twenty cases, compares and contrasts their analysis with that of our earlier group of forty cases, and draws new insights from the results of all sixty combined. This Article demonstrate that private antitrust litigation has provided a substantial amount of compensation for victims of anticompetitive behavior: at least $33.8 to $35.8 billion. The studies also demonstrate that private antitrust enforcement has had an extremely strong deterrent effect. In fact, this research ...

Through A Latte, Darkly: Starbucks' Window Into Stateless Income Tax Planning, Edward D. Kleinbard

University of Southern California Law and Economics Working Paper Series

This paper uses Starbucks Corporation, the premier roaster, marketer and retailer of specialty coffee in the world, as an example of stateless income tax planning in action. “Stateless income” comprises income derived for tax purposes by a multinational group from business activities in a country other than the domicile of the group’s ultimate parent company, but which is subject to tax only in a jurisdiction that is neither the source of the factors of production through which the income was derived, nor the domicile of the group’s parent company.

The paper reviews both Starbucks’ recent U.K. tax ...

Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler

Washington and Lee Law Review

No abstract provided.

Teaching Business Law In The New Economy; Strategies For Success, Kamille Wolff Dean

Journal of Business & Technology Law

No abstract provided.

Teaching Federal Corporate Law, Verity Winship

Journal of Business & Technology Law

No abstract provided.

Teaching Antitrust After The Financial Crisis, Maurice E. Stucke

Journal of Business & Technology Law

No abstract provided.

Double Dutch: Teaching Business Associations In Two Semesters, Christyne J. Vachon

Journal of Business & Technology Law

No abstract provided.

Incorporating Litigation Perspectives To Enhance The Business Associations Course, Ann M. Scarlett

Journal of Business & Technology Law

No abstract provided.

Shareholder Primacy In The Classroom After The Financial Crisis, David Millon

Journal of Business & Technology Law

No abstract provided.

Teaching Amidst Transformation: Integrating Global Perspectives On The Financial Crisis Into The Classroom, Shruti Rana

Journal of Business & Technology Law

No abstract provided.

Teaching Business Associations Law In The Evolving New Market Economy, Joan Macleod Heminway

Journal of Business & Technology Law

No abstract provided.

Teaching Citizens United V. Fec In The Introductory Business Associations Course, Michael D. Guttentag

Journal of Business & Technology Law

No abstract provided.

Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner

Journal of Business & Technology Law

The legal market has changed. Although change creates uncertainty and fear, it also can create opportunity. This essay explores the opportunity for innovation in the business law curriculum, and the role of simulation to help create more practice-aware new lawyers.

Foreword, Robert J. Rhee

Journal of Business & Technology Law

No abstract provided.

Application Of The Active Business Requirement To The Tax-Free Spin-Off Of Corporate Real Estate , Richard J. Albrecht

Pepperdine Law Review

No abstract provided.

The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee

Faculty Scholarship

This Article corrects a misconception in corporation law – the belief that principles of tort law do not apply to the liability scheme of fiduciary duty. A board’s duty of care implies exposure to liability, but the business judgment rule precludes it. Tort law finds fault; corporation law excuses it. The conventional wisdom says that the tort analogy fails. This dismissal of tort prinicples is wrong. Although shareholder derivative suits and ordinary tort cases properly yield systemically antipodal outcomes, they are bound by a common analytical framework. The principles of board liability are rooted in tort doctrines governing duty, customs ...

Auction Theory And Standstills: Dealing With Friends And Foes In A Sale Of Corporate Control, Christina M. Sautter

Faculty Scholarship

A fundamental issue in Delaware mergers & acquisitions (M&A) law is the extent to which a target company’s board of directors may restrict a sales process to extract value from bidders and grant a “winning bidder” certain deal protections to protect a transaction from being overbid. Standstill agreements are one such form of deal protection. Standstills prevent bidders from making or announcing a bid for the target without the target’s consent both during the sales process and for a period after the sales process is completed and the target has executed an agreement with a “winning bidder.” Recent ...

Alien Invasion: Corporate Liability And Its Real Implications Under The Alien Tort Statute, Brian Jacek

Student Scholarship

No abstract provided.