Open Access. Powered by Scholars. Published by Universities.®
- Institution
-
- William & Mary Law School (13)
- University of Colorado Law School (9)
- Columbia Law School (7)
- Boston University School of Law (4)
- SelectedWorks (3)
-
- University of Michigan Law School (3)
- University of Pennsylvania Carey Law School (3)
- University of Richmond (3)
- University of San Diego (3)
- Cornell University Law School (2)
- Florida State University College of Law (2)
- Loyola University Chicago, School of Law (2)
- Seattle University School of Law (2)
- UIC School of Law (2)
- University of Arkansas at Little Rock William H. Bowen School of Law (2)
- University of Georgia School of Law (2)
- University of Washington School of Law (2)
- Villanova University Charles Widger School of Law (2)
- American University Washington College of Law (1)
- Mercer University School of Law (1)
- University of Kentucky (1)
- University of Missouri School of Law (1)
- University of Missouri-Kansas City School of Law (1)
- University of Tulsa College of Law (1)
- Vanderbilt University Law School (1)
- Washington and Lee University School of Law (1)
- West Virginia University (1)
- Yeshiva University, Cardozo School of Law (1)
- Keyword
-
- S Corporations (7)
- Corporations (5)
- Partnerships (5)
- AB 1031 (3)
- Corporate governance (3)
-
- Department of the Interior (3)
- LLC (3)
- SB 469 (3)
- AB 1057 (2)
- AB 1125 (2)
- AB 1923 (2)
- AB 2002 (2)
- AB 2306 (2)
- AB 2885 (2)
- AB 3260 (2)
- Burden of proof (2)
- Chapter 11 (2)
- Consolidated Tax Returns (2)
- Disclosure (2)
- Empirical legal studies (2)
- Forest Service (2)
- Insider trading (2)
- Internal Revenue Code (2)
- Investment (2)
- Limited liability company (2)
- Management (2)
- Michigan Law Review (2)
- Profit Sharing (2)
- Regulation (2)
- SB 1832 (2)
- Publication
-
- Faculty Scholarship (11)
- William & Mary Annual Tax Conference (11)
- Who Governs the Public Lands: Washington? The West? The Community? (September 28-30) (7)
- All Faculty Scholarship (3)
- California Regulatory Law Reporter (3)
-
- Faculty Publications (3)
- University of Richmond Law Review (3)
- Cornell Law Faculty Publications (2)
- Faculty Articles (2)
- Florida State University Law Review (2)
- Loyola University Chicago Law Journal (2)
- Publications (2)
- UIC Law Review (2)
- University of Arkansas at Little Rock Law Review (2)
- Villanova Law Review (2)
- Washington Law Review (2)
- American University Law Review (1)
- Articles (1)
- Articles, Chapters in Books and Other Contributions to Scholarly Works (1)
- Faculty Works (1)
- Jeffrey M McFarland (1)
- Kentucky Law Journal (1)
- LLM Theses and Essays (1)
- Martin Paolantonio (1)
- Mercer Law Review (1)
- Michigan Journal of International Law (1)
- Michigan Law Review (1)
- Nancy J. Knauer (1)
- Scholarly Works (1)
- Seattle University Law Review (1)
- Publication Type
Articles 31 - 60 of 76
Full-Text Articles in Law
Partnership Profits Share For Services: An Aggregate Exegesis Of Revenue Procedure 93-27 (Part 2), John W. Lee
Partnership Profits Share For Services: An Aggregate Exegesis Of Revenue Procedure 93-27 (Part 2), John W. Lee
Faculty Publications
In this article, Professor Lee charts two alternative methods for implementing an aggregate solution to the problem of partnership profits share for services. The functional, or judicial, method is to handle (1) the exchange of partner-capacity services for a profit share subject to the risk f the venture with the Culbertson "common law relation of partnership," nonrealization event doctrine, implicitly contemplated by the 1984 legislative history to section 707(a)(2), (2) the classic Diamond transitory partner with a substance-over-form rule or step-transaction rule, and (3) a sale of the partnership interest in circumstances that would result in ordinary income in a …
Using Profits To Compensate A Service Provider—Potential Partnership Characterization, Carolyn S. Nachmias
Using Profits To Compensate A Service Provider—Potential Partnership Characterization, Carolyn S. Nachmias
Florida State University Law Review
No abstract provided.
Forward: Understanding The Place Of Limited Liability Companies In The Spectrum Of Business Forms, Charles R.T. O'Kelley
Forward: Understanding The Place Of Limited Liability Companies In The Spectrum Of Business Forms, Charles R.T. O'Kelley
Scholarly Works
This Symposium presents an array of articles addressing the Oregon Limited Liability Company Act. The articles are designed to give both practitioners and policymakers insight into both Oregon's version of the LLC and its cousins in other jurisdictions.
Reappraising The Real Entity Theory Of The Corporation, Michael J. Phillips
Reappraising The Real Entity Theory Of The Corporation, Michael J. Phillips
Florida State University Law Review
No abstract provided.
Nationalism And The Right To Self-Determination: The Arab-Israeli Conflict, Malvina Halberstam
Nationalism And The Right To Self-Determination: The Arab-Israeli Conflict, Malvina Halberstam
Faculty Articles
Self-determination is a slogan that has captured the imagination of people throughout the world. Numerous U.N. General Assembly resolutions have exalted self-determination, often above the fundamental rights specifically provided for in the U.N. Charter. Notwithstanding these resolutions, in practice, self-determination generally has been applied only to the dismemberment of colonial empires. Its universal application is neither possible nor desirable.
In the Arab-Israeli conflict, self-determination was never truly the issue. The conflict has been deliberately transformed into a claim for self-determination as a political tactic designed to gain the support of third world countries in the United Nations. The issues in …
Working And Poor: The Increasingly Popular Practice Of Excluding Disabled Employees From Health Care Coverage, Maria O'Brien
Working And Poor: The Increasingly Popular Practice Of Excluding Disabled Employees From Health Care Coverage, Maria O'Brien
Faculty Scholarship
One might think, since passage of the Americans With Disabilities Act of 1990 (ADA),' that the employment story for disabled employees or would-be disabled employees was cheerful, or at least improving. This may be true in so far as obtaining and retaining employment is concerned;' however, the ADA, because it permits employers and third-party insurers to continue to utilize traditional risk management techniques, has resulted in reduced or (in some cases) non-existent employee benefits for the disabled. At the same time, more and more employers are opting to self-insure under the Employee Retirement Income Security Act of 1974 (ERISA),3 in …
Partnership Profits Share For Services: An Aggregate Exegesis Of Revenue Procedure 93-27 (Part 1), John W. Lee
Partnership Profits Share For Services: An Aggregate Exegesis Of Revenue Procedure 93-27 (Part 1), John W. Lee
Faculty Publications
In this article, Lee charts two alternative methods for implementing an aggregate solution to the problem of partnership profits share exchanged for services. The functional, or judicial, method, he explains, is to handle (1) the exchange of partner-capacity services for a profit share subject to the risk of the venture with the Culbertson "common law relation of partnership," nonrealization event doctrine, implicitly contemplated by the 1984 legislative history to section 707(a)(2); (2) the classic Diamond transitory partner with a substance-over-form rule or step-transaction rule; and (3) a sale of the partnership interest in circumstances that would result in ordinary income …
Note, Florida Corporation Law: Proposed Statutory Relief For Oppressed Minority Shareholders In Florida, Jeffrey M. Mcfarland
Note, Florida Corporation Law: Proposed Statutory Relief For Oppressed Minority Shareholders In Florida, Jeffrey M. Mcfarland
Jeffrey M McFarland
No abstract provided.
The Paradox Of Corporate Giving: Tax Expenditures, The Nature Of The Corporation, And The Social Construction Of Charity, Nancy J. Knauer
The Paradox Of Corporate Giving: Tax Expenditures, The Nature Of The Corporation, And The Social Construction Of Charity, Nancy J. Knauer
Nancy J. Knauer
Corporate charitable giving is big business. Fundraisers estimate that in 1992, U.S. corporations contributed $6 billion to qualified charitable organizations. Hard-pressed for funds, qualified charities actively seek and compete for corporate contributions. Fundraising literature identifies corporate giving as the last great frontier of philanthropy. Marketing literature touts corporate giving as the latest advertising and public relations technique. Both camps proclaim that corporate giving is good for business and extol the business advantages which flow from transfers to charity. In short, corporate giving means doing best by doing good. Legal scholarship ignores the way corporate giving is described, justified, and expressed …
Anotaciones Sobre La Ley De Defensa Del Consumidor, Martin Paolantonio, Salvador Bergel
Anotaciones Sobre La Ley De Defensa Del Consumidor, Martin Paolantonio, Salvador Bergel
Martin Paolantonio
Análisis inicial de la primera normativa de defensa del consumidor en la Argentina (ley 24.240)
Annual Survey Of Virginia Law: Business And Corporate Law, Thomas E. Repke
Annual Survey Of Virginia Law: Business And Corporate Law, Thomas E. Repke
University of Richmond Law Review
This article reviews recent developments in the law affecting Virginia businesses and corporations. Part II discusses several acts of the 1994 session of the Virginia General Assembly that amend Virginia's corporate, partnership, and limited liability company statutes. Part III discusses recent judicial decisions in Virginia courts that address business and corporate law issues.
Nodak Bancorporation V. Clarke: Redefining The Rights Of Minority Shareholders In A Freeze-Out Merger Under The National Bank Act, Diana R. Ivanovic
Nodak Bancorporation V. Clarke: Redefining The Rights Of Minority Shareholders In A Freeze-Out Merger Under The National Bank Act, Diana R. Ivanovic
Villanova Law Review
No abstract provided.
Proposal To Change The Patent Reexamination Statute To Eliminate Unnecessary Litigation, 27 J. Marshall L. Rev. 887 (1994), Marvin Motsenbocker
Proposal To Change The Patent Reexamination Statute To Eliminate Unnecessary Litigation, 27 J. Marshall L. Rev. 887 (1994), Marvin Motsenbocker
UIC Law Review
No abstract provided.
Proxy Reform As A Means Of Increasing Shareholder Participation In Corporate Governance: Too Little, But Not Too Late , Carol Goforth
Proxy Reform As A Means Of Increasing Shareholder Participation In Corporate Governance: Too Little, But Not Too Late , Carol Goforth
American University Law Review
No abstract provided.
In-House Counsel Access To Confidential Information Produced During Discovery In Intellectual Property Litigation, 27 J. Marshall L. Rev. 657 (1994), Louis S. Sorell
In-House Counsel Access To Confidential Information Produced During Discovery In Intellectual Property Litigation, 27 J. Marshall L. Rev. 657 (1994), Louis S. Sorell
UIC Law Review
No abstract provided.
Foreword: Understanding The Place Of Limited Liability Companies In The Spectrum Of Business Forms, Charles O'Kelley
Foreword: Understanding The Place Of Limited Liability Companies In The Spectrum Of Business Forms, Charles O'Kelley
Faculty Articles
This article is the forward to the Symposium on Oregon's Limited Company Act. For most of this century, state law has provided participants in jointly-owned business ventures with three principal business forms the corporation, the general partnership, and the limited partnership. In the past four years, over two-thirds of the states, including Oregon, have enacted legislation authorizing a new business form-the limited liability company (LLC). It appears likely that the LLC will soon supplant the two forms of partnership as a principal business form, and that it will challenge the corporation as the form of choice for closely held firms.
The Public Pays, The Corporation Profits: The Emasculation Of The Public Purpose Doctrine And A Not-For-Profit Solution, Dale F. Rubin
The Public Pays, The Corporation Profits: The Emasculation Of The Public Purpose Doctrine And A Not-For-Profit Solution, Dale F. Rubin
University of Richmond Law Review
Massive subsidies by state and local governments to private corporations for the purpose of inducing such corporations to retain or locate facilities in their respective locales are attracting greater public scrutiny. Commentators are beginning to question whether the public entity receives benefits anywhere near the value of the subsidy. In Virginia, where Governor George Allen proposed giving the Walt Disney Corporation $163 million in subsidies to establish a theme park, the public responded with bumper stickers that read "Virginia Pays-Disney Profits."
Corporate Takeover Defenses After Qvc: Can Target Boards Prevent Hostile Tender Offers Without Breaching Their Fiduciary Duties, Melissa M. Kurp
Corporate Takeover Defenses After Qvc: Can Target Boards Prevent Hostile Tender Offers Without Breaching Their Fiduciary Duties, Melissa M. Kurp
Loyola University Chicago Law Journal
No abstract provided.
Administrative Aspects Of State Corporation Law, M. Thomas Arnold
Administrative Aspects Of State Corporation Law, M. Thomas Arnold
University of Richmond Law Review
Modern state corporation statutes are primarily enabling rather than regulatory in nature. In spite of this, there are certain administrative aspects of such statutes with which an attorney practicing in the corporate area must be familiar. This article discusses these administrative aspects of state corporation law.
The Limited Liability Company Act: Understanding Kentucky's New Organizational Option, Thomas E. Rutledge, Lady E. Booth
The Limited Liability Company Act: Understanding Kentucky's New Organizational Option, Thomas E. Rutledge, Lady E. Booth
Kentucky Law Journal
No abstract provided.
Liberalization Of India’S Trade And Investment Policies: Pitfalls And Advantages For U.S. Firms Doing Business In India, Sanjiv Verma
Liberalization Of India’S Trade And Investment Policies: Pitfalls And Advantages For U.S. Firms Doing Business In India, Sanjiv Verma
LLM Theses and Essays
A rich history of trade and commerce ties America to India. This paper examines the contemporary trade issues between America and India, particularly in light of recent economic reforms in India. It inquires into and analyzes the various advantages India can provide for US businesses as a foreign investment destination. Various barriers to trade between these two nations are identified, such as tariff and nontariff barriers, quota restrictions, and infrastructural and social barriers. This paper gives a brief overview of some of the recent economic policy changes in India, suggests legislative and policy improvements required to attract more US investments …
The Politics Of Article 9, Robert E. Scott
The Politics Of Article 9, Robert E. Scott
Faculty Scholarship
In the ongoing debate concerning the efficiency and social value of Article 9 of the Uniform Commercial Code, two points are beyond dispute. First, asset-based financing has undergone an enormous transformation since the enactment of Article 9. The most vivid illustration of this is the dramatic increase in the number and size of firms that rely on secured credit as their principal means of financing both ongoing operations and growth opportunities. Previously, with a few exceptions (such as factoring and trust receipts), secured financing principally had served second-class markets as the "poor man's" means of obtaining credit. Now, it has …
Unpacking Limited Liability: Direct And Vicarious Liability Of Corporate Participants For Torts Of The Enterprise, Robert B. Thompson
Unpacking Limited Liability: Direct And Vicarious Liability Of Corporate Participants For Torts Of The Enterprise, Robert B. Thompson
Vanderbilt Law Review
The corporate form limits the liability of shareholders and other participants arising from the enterprise. This broad insulation shields corporate participants not only from vicarious liability for the acts of others, but even from liability for some of their own acts taken in the corporate name. The liability that is avoided does not disap- pear into a black hole; it falls onto another person. If the liability is shifted to a tort victim, the use of the corporate form seems particularly troublesome, permitting the enterprise to externalize part of the cost of doing business. This limitation seems inconsistent with the …
The Responsible Corporate Officer: Designated Felon Or Legal Fiction?, Brenda S. Hustis, John Y. Gotanda
The Responsible Corporate Officer: Designated Felon Or Legal Fiction?, Brenda S. Hustis, John Y. Gotanda
Loyola University Chicago Law Journal
No abstract provided.
The Sec And The Institutional Investor: A Half-Time Report, John C. Coffee Jr.
The Sec And The Institutional Investor: A Half-Time Report, John C. Coffee Jr.
Faculty Scholarship
Nothing that the Securities and Exchange Commission ("SEC") has done in recent years has been as controversial or significant as its efforts to reform the proxy rules to permit greater communication among shareholders. Nothing that it has undertaken recently has also been left as incompletely or equivocally realized as these same efforts. That the SEC's efforts at facilitating shareholder communication have been controversial and significant is by now a commonplace observation. That they are incomplete and equivocal requires more explanation. Although the discovery that an agency is behaving inconsistently is hardly a revelation, more than politics appears to be at …
Insider Trading Deterrence Versus Managerial Incentives: A Unified Theory Of Section 16(B), Merritt B. Fox
Insider Trading Deterrence Versus Managerial Incentives: A Unified Theory Of Section 16(B), Merritt B. Fox
Faculty Scholarship
Part I of this article assesses the social costs of a crude rule of thumb. Because section 16(b) applies to a given class of paired transactions, it deters both transactions based on inside information and transactions not so based. Each time section 16(b) is stretched to include a class of paired transactions, it deters some additional innocent transactions. This side effect will take the form of officers' and directors' purchasing fewer shares in their own companies and refusing to accept as large a portion of their compensation in a form based on share price. There are strong theoretical and empirical …
Relationship Investing: Will It Happen? Will It Work?, Jill E. Fisch
Relationship Investing: Will It Happen? Will It Work?, Jill E. Fisch
All Faculty Scholarship
No abstract provided.
Hail Britannia?: Institutional Investor Behavior Under Limited Regulation, John C. Coffee Jr., Bernard S. Black
Hail Britannia?: Institutional Investor Behavior Under Limited Regulation, John C. Coffee Jr., Bernard S. Black
Faculty Scholarship
A central puzzle in understanding the governance of large American public firms is why most institutional shareholders are passive. Why would they rather sell than fight? Until recently, the Berle-Means paradigm – the belief that separation of ownership and control naturally characterizes the modern corporation – reigned supreme. Shareholder passivity was seen as an inevitable result of the scale of modern industrial enterprise and of the collective action problems that face shareholders, each of whom owns only a small fraction of a large firm's shares.
A paradigm shift may be in the making, however. Rival hypotheses have recently been offered …
Thinking To Be Paid Versus Being Paid To Think, Merritt B. Fox
Thinking To Be Paid Versus Being Paid To Think, Merritt B. Fox
Faculty Scholarship
In the first chapter of The Economic Structure of Corporate Law, Frank Easterbrook and Daniel Fischel make an arresting statement:
... [P]eople who are backing their beliefs with cash are correct; they have every reason to avoid mistakes, while critics (be they academics or regulators) are rewarded for novel rather than accurate beliefs. Market professionals who estimate these things wrongly suffer directly; academics and regulators who estimate wrongly do not pay a similar penalty. Persons who wager with their own money may be wrong, but they are less likely to be wrong than are academics and regulators, who are wagering …
Administrative Aspects Of State Corporation Law, Tom Arnold
Administrative Aspects Of State Corporation Law, Tom Arnold
Articles, Chapters in Books and Other Contributions to Scholarly Works
No abstract provided.