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Articles 1 - 30 of 46
Full-Text Articles in Law
Before International Tax Reform, We Need To Understand Why Firms Invert, Michael S. Knoll
Before International Tax Reform, We Need To Understand Why Firms Invert, Michael S. Knoll
All Faculty Scholarship
A wave of corporate inversions by U.S. firms over the past two decades has generated substantial debate in academic, business, and policy circles.
The core of the debate hinges on a couple of key economic questions: Do U.S. tax laws disadvantage U.S.-domiciled companies relative to their foreign competitors? And, if so, do inversions improve the competitiveness of U.S. multinational firms both abroad and at home?
There is unfortunately little, if any, empirical work directly determining whether U.S.-based MNCs are currently tax-disadvantaged compared to their foreign rivals, or measuring the amount by which (if any) U.S.-based MNCs improve their competitive position …
Amending Corporate Charters And Bylaws, Albert H. Choi, Geeyoung Min
Amending Corporate Charters And Bylaws, Albert H. Choi, Geeyoung Min
All Faculty Scholarship
Recently, courts have embraced the contractarian theory that corporate charters and bylaws constitute a “contract” between the shareholders and the corporation and have been more willing to uphold bylaws unilaterally adopted by the directors. This paper examines the contractarian theory by drawing a parallel between amending charters and bylaws, on the one hand, and amending contracts, on the other. In particular, the paper compares the right to unilaterally amend corporate bylaws with the right to unilaterally modify contract terms, and highlights how contract law imposes various limitations on the modifying party’s discretion. More generally, when the relationship of contracting parties …
The Tax Treatment Of Tokens: What Does It Betoken?, David J. Shakow
The Tax Treatment Of Tokens: What Does It Betoken?, David J. Shakow
All Faculty Scholarship
Digital tokens have been used to raise substantial amounts of money. But little attention has been paid to the tax consequences surrounding their issuance and sale. There are significant potential tax liabilities lurking in the use of digital tokens. But, because of the anonymity inherent in the blockchain structures used for the issuance of tokens and payments for them, there is a significant question as to whether those tax liabilities will ever be collected.
The Effect Of Health Insurance Coverage Expansions On Auto Liability Claims And Costs, Srikanth Kadiyala, Paul Heaton
The Effect Of Health Insurance Coverage Expansions On Auto Liability Claims And Costs, Srikanth Kadiyala, Paul Heaton
All Faculty Scholarship
How do the Affordable Care Act health insurance coverage expansions affect payment for medical care provided through liability insurance, such as auto insurance? Theoretically, expanding coverage might lead to a substitution of health insurance disbursements for automobile insurance disbursements. Alternatively, expanding health insurance coverage might increase utilization of medical care, increasing auto liability claims payments. The net effect of these two mechanisms can only be determined empirically. We evaluate the health insurance-auto insurance interaction by examining the 2010 ACA dependent coverage expansion. Prior to 2010, individuals 19 and older were excluded from health insurance coverage under their parental health insurance …
Taxation, Competitiveness, And Inversions: A Response To Kleinbard, Michael S. Knoll
Taxation, Competitiveness, And Inversions: A Response To Kleinbard, Michael S. Knoll
All Faculty Scholarship
In this report, I argue that the inversion situation is more nuanced, complex, and ambiguous than Edward D. Kleinbard acknowledges, and I challenge Kleinbard’s claim that U.S. multinationals are on a tax par with their foreign competitors.
Perfectly Frank: A Reflection On Quality Lawyering In Honor Of R. Franklin Balotti, Leo E. Strine Jr., James J. Hanks Jr., John F. Olson, A. Gilchrist Sparks, E. Norman Veasey, Gregory P. Williams
Perfectly Frank: A Reflection On Quality Lawyering In Honor Of R. Franklin Balotti, Leo E. Strine Jr., James J. Hanks Jr., John F. Olson, A. Gilchrist Sparks, E. Norman Veasey, Gregory P. Williams
All Faculty Scholarship
This essay honoring the late R. Franklin Balotti focuses upon certain of the key attributes necessary to practice business law effectively and ethically. Among these attributes are a strong work ethic, the integrity to stand behind your own advice and candidly admit when things do not go according to plan, empathy for how others will view your client’s actions and the ability to communicate that perception to your client, the confidence to change the pace of a transaction when a slow down or time out is warranted, and the ability to have some fun and laugh (even at yourself). Perhaps …
Who Bleeds When The Wolves Bite? A Flesh-And-Blood Perspective On Hedge Fund Activism And Our Strange Corporate Governance System, Leo E. Strine Jr.
Who Bleeds When The Wolves Bite? A Flesh-And-Blood Perspective On Hedge Fund Activism And Our Strange Corporate Governance System, Leo E. Strine Jr.
All Faculty Scholarship
This paper examines the effects of hedge fund activism and so-called wolf pack activity on the ordinary human beings—the human investors—who fund our capital markets but who, as indirect of owners of corporate equity, have only limited direct power to ensure that the capital they contribute is deployed to serve their welfare and in turn the broader social good.
Most human investors in fact depend much more on their labor than on their equity for their wealth and therefore care deeply about whether our corporate governance system creates incentives for corporations to create and sustain jobs for them. And because …
The Limits Of Performance-Based Regulation, Cary Coglianese
The Limits Of Performance-Based Regulation, Cary Coglianese
All Faculty Scholarship
Performance-based regulation is widely heralded as a superior approach to regulation. Rather than specifying the actions regulated entities must take, performance-based regulation instead requires the attainment of outcomes and gives flexibility in how to meet them. Despite nearly universal acclaim for performance-based regulation, the reasons supporting its use remain largely theoretical and conjectural. Owing in part to a lack of a clear conceptual taxonomy, researchers have yet to produce much empirical research documenting the strengths and weaknesses of performance-based regulation. In this Article, I provide a much-needed conceptual framework for understanding and assessing performance-based regulation. After defining performance-based regulation and …
Thanks For The Memories: Compensating Franchisee Goodwill After Franchise Termination, Robert W. Emerson
Thanks For The Memories: Compensating Franchisee Goodwill After Franchise Termination, Robert W. Emerson
University of Pennsylvania Journal of Business Law
No abstract provided.
The Pension Benefit Guaranty Corporation’S Valuation Regulation In Bankruptcy: Entitled To Chevron Deference Or Arbitrary And Capricious?, James L. Bromley, Matthew M. Karlan, Esther Lifshitz
The Pension Benefit Guaranty Corporation’S Valuation Regulation In Bankruptcy: Entitled To Chevron Deference Or Arbitrary And Capricious?, James L. Bromley, Matthew M. Karlan, Esther Lifshitz
University of Pennsylvania Journal of Business Law
No abstract provided.
Arbitration Of Just Cause Claims Benefits Employees With Disabilities, Stacy A. Hickox
Arbitration Of Just Cause Claims Benefits Employees With Disabilities, Stacy A. Hickox
University of Pennsylvania Journal of Business Law
No abstract provided.
Money For Nothing: The Treatment Of Bitcoin In Section 550 Recovery Actions, Mary E. Maginnis
Money For Nothing: The Treatment Of Bitcoin In Section 550 Recovery Actions, Mary E. Maginnis
University of Pennsylvania Journal of Business Law
No abstract provided.
A Very Special Regulatory Milestone, William S. Laufer
A Very Special Regulatory Milestone, William S. Laufer
University of Pennsylvania Journal of Business Law
No abstract provided.
When Does Sex Diversity On Boards Benefit Firms?, Darren Rosenblum
When Does Sex Diversity On Boards Benefit Firms?, Darren Rosenblum
University of Pennsylvania Journal of Business Law
No abstract provided.
The Sec’S Neglected Weapon: A Proposed Amendment To Section 17(A)(3) And The Application Of Negligent Insider Trading, Marc I. Steinberg, Abel Ramirez Jr.
The Sec’S Neglected Weapon: A Proposed Amendment To Section 17(A)(3) And The Application Of Negligent Insider Trading, Marc I. Steinberg, Abel Ramirez Jr.
University of Pennsylvania Journal of Business Law
No abstract provided.
The Virtuous Corporation: On Corporate Social Motivation And Law, Shlomit Azgad-Tromer
The Virtuous Corporation: On Corporate Social Motivation And Law, Shlomit Azgad-Tromer
University of Pennsylvania Journal of Business Law
No abstract provided.
Turning Corporate Compliance Into Competitive Advantage, Robert C. Bird, Stephen Kim Park
Turning Corporate Compliance Into Competitive Advantage, Robert C. Bird, Stephen Kim Park
University of Pennsylvania Journal of Business Law
No abstract provided.
Expanding Alternatives: From Structured Notes To Structured Funds, Michael C. Macchiarola, Daniel Prezioso
Expanding Alternatives: From Structured Notes To Structured Funds, Michael C. Macchiarola, Daniel Prezioso
University of Pennsylvania Journal of Business Law
No abstract provided.
Income Inequality And Pay Ratio Disclosure: A Moral Critique Of Section 953(B), Jim Staihar
Income Inequality And Pay Ratio Disclosure: A Moral Critique Of Section 953(B), Jim Staihar
University of Pennsylvania Journal of Business Law
No abstract provided.
Announcing The Death Of Colgate: The Form And Substance Of Vertical Price Fixing Agreements, Thomas K. Cheng
Announcing The Death Of Colgate: The Form And Substance Of Vertical Price Fixing Agreements, Thomas K. Cheng
University of Pennsylvania Journal of Business Law
No abstract provided.
Our Country, Right Or Wrong: The Ftc Act’S Influence On National Silos In Antitrust Enforcement, Steven S. Nam
Our Country, Right Or Wrong: The Ftc Act’S Influence On National Silos In Antitrust Enforcement, Steven S. Nam
University of Pennsylvania Journal of Business Law
No abstract provided.
Monetize Vs. Incentivize: Contracting For Health Care Innovation, Julie Manning Magid
Monetize Vs. Incentivize: Contracting For Health Care Innovation, Julie Manning Magid
University of Pennsylvania Journal of Business Law
No abstract provided.
Property And The True-Sale Doctrine, Heather Hughes
Property And The True-Sale Doctrine, Heather Hughes
University of Pennsylvania Journal of Business Law
No abstract provided.
The Impact Of Employment Law And Practices On Business And Society: The Significance Of Worker Voice, Cindy A. Schipani, Frances J. Milliken, Terry Morehead Dworkin
The Impact Of Employment Law And Practices On Business And Society: The Significance Of Worker Voice, Cindy A. Schipani, Frances J. Milliken, Terry Morehead Dworkin
University of Pennsylvania Journal of Business Law
No abstract provided.
The Flint, Michigan Water Crisis: Concurrent Private-Public Funds As The Most Effective Legal Tool To Compensate Victims, Samantha Weiss
The Flint, Michigan Water Crisis: Concurrent Private-Public Funds As The Most Effective Legal Tool To Compensate Victims, Samantha Weiss
University of Pennsylvania Journal of Business Law
No abstract provided.
Who Needs Chevron? Pfizer, The Anti-Inversion Regulations, And The Anti-Injunction Act, Matthew A. Melone
Who Needs Chevron? Pfizer, The Anti-Inversion Regulations, And The Anti-Injunction Act, Matthew A. Melone
University of Pennsylvania Journal of Business Law
No abstract provided.
Taxation Without Information: The Institutional Foundations Of Modern Tax Collection, Wei Cui
Taxation Without Information: The Institutional Foundations Of Modern Tax Collection, Wei Cui
University of Pennsylvania Journal of Business Law
No abstract provided.
Suppressed Anger, Retaliation Doctrine, And Workplace Culture, Leora Eisenstadt, Deanna Geddes
Suppressed Anger, Retaliation Doctrine, And Workplace Culture, Leora Eisenstadt, Deanna Geddes
University of Pennsylvania Journal of Business Law
No abstract provided.
In Defense Of The Restatement Of Liability Insurance Law, Tom Baker, Kyle D. Logue
In Defense Of The Restatement Of Liability Insurance Law, Tom Baker, Kyle D. Logue
All Faculty Scholarship
For most non-contractual legal claims for damages that are brought against individuals or firms, there is some form of liability insurance coverage. The Restatement of the Law Liability Insurance is the American Law Institute’s first effort to “restate” the common law governing such liability insurance policies, and we are the reporters. In a recent essay funded by the insurance industry, Yale Law Professor George Priest launched a strident critique of the Restatement project, arguing that the rules adopted in the Restatement:
(a) are radically contrary to existing case law,
(b) have a naïve “pro-policyholder” bias that ignores basic economic insights …