Law Commons^™

Employee Benefits In Acquisitions, Paul M. Hamburger

William & Mary Annual Tax Conference

No abstract provided.

21st Century State Taxation Of The Closely Held Business, D. French Slaughter Iii, Duane Dobson

William & Mary Annual Tax Conference

No abstract provided.

Corporate Tax Update, Andrew F. Gordon, Lisa M. Zarlenga

William & Mary Annual Tax Conference

No abstract provided.

Getting Up To Speed On Partnership Basis Adjustments, James B. Sowell

William & Mary Annual Tax Conference

No abstract provided.

Delaware's Familiarity, Brian J. Broughman, Darian M. Ibrahim

Faculty Publications

No abstract provided.

U.S. V. Esquenazi: U.S. Appellate Court Defines “Instrumentality” Under The Foreign Corrupt Practices Act For The First Time, Jon Jordan

William & Mary Business Law Review

No abstract provided.

Walking On Thin Ice: Does The Revenue Procedure 2013-13 Signify The Demise Of Leveraged Spin-Offs?, Natalia Caruso

William & Mary Business Law Review

Corporate taxpayers, when weighing leveraged spin-off transactions, have long relied on the comfort of Internal Revenue Service rulings to “bless” the deals. These transactions, when structured properly, are not subject to tax under section 355 of the Internal Revenue Code (“I.R.C.”) and can potentially provide great monetizing opportunities to public companies. Recent developments in the Internal Revenue Service’s ruling policy, however, removed the safety blanket companies had relied upon, as the Internal Revenue Service announced its decision to cease the issuance of the rulings addressing the deals’ qualification for tax-free treatment.

This Note will examine the history and the complex …

Thoughts On Religious Discrimination From The Cairo Geniza, Nathan B. Oman

Popular Media

No abstract provided.

Religion And For-Profit Corporations: A Real Issue Hidden By Flimsy Arguments, Nathan B. Oman

Popular Media

No abstract provided.

Markets, Religion, And The Limits Of Privacy, Nathan B. Oman

Popular Media

No abstract provided.

The Derivative Nature Of Corporate Constitutional Rights, Margaret M. Blair, Elizabeth Pollman

William & Mary Law Review

This Article engages the two-hundred-year history of corporate constitutional rights jurisprudence to show that the Supreme Court has long accorded rights to corporations based on the rationale that corporations represent associations of people from whom such rights are derived. The Article draws on the history of business corporations in America to argue that the Court’s characterization of corporations as associations made sense throughout most of the nineteenth century. By the late nineteenth century, however, when the Court was deciding several key cases involving corporate rights, this associational view was already becoming a poor fit for some corporations. The Court’s failure …

Corporate Social Responsibility & Concession Theory, Stefan J. Padfield

William & Mary Business Law Review

This Essay examines three related propositions: (1) Voluntary corporate social responsibility (CSR) fails to effectively advance the agenda of a meaningful segment of CSR proponents; (2) None of the three dominant corporate governance theories—director primacy, shareholder primacy, or team production theory—support mandatory CSR as a normative matter; and, (3) Corporate personality theory, specifically concession theory, can be a meaningful source of leverage in advancing mandatory CSR in the face of opposition from the three primary corporate governance theories. In examining these propositions, this Essay makes the additional claims that Citizens United: (A) supports the proposition that corporate personality theory matters; …

The Federal Common Law Of Successor Liability And The Foreign Corrupt Practices Act, Taylor J. Phillips

William & Mary Business Law Review

In recent years, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have vigorously enforced the Foreign Corrupt Practices Act (FCPA). The FCPA prohibits bribery of foreign government officials, and the statute provides for significant civil and criminal sanctions. Settling and remediating violations can cost corporate defendants millions, with several corporate enforcement actions exceeding $100 million in sanctions. Moreover, enforcement actions related to the FCPA often are not brought until many years after the alleged violations.

Because the massive potential liabilities associated with an FCPA violation may not manifest themselves until years after the violation occurred, prospective …

A Concept-Sensitive Managerial Analysis With Law: Applying A Business Concept To A Legal Rule To Identify The Domain Of Business Situations, James E. Holloway

William & Mary Business Law Review

The traditional fact-sensitive managerial analysis with law analyzes business situations to identify legal issues and applies legal rules to facts to make judicial decisions. The fact-sensitive managerial analysis takes decades to identify a family of business situations and lacks the analytical capacity to use business knowledge (concepts) and analytical methods to identify business situations. Alternatively, a concept-sensitive managerial analysis with law increases factual sensitivity by applying a business concept to a legal rule to shorten the duration of identifying an extensive family of business situations. All situations are not useful or effective when making business decisions or managing a business. …

Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle

Faculty Publications

The social benefits of more accurate stock prices—that is, stock-market prices that more accurately reflect the future cash flows that companies are likely to produce—are well established. But it is also thought that market forces alone will lead to only a sub-optimal level of stock-price accuracy—a level that fails to obtain the maximum net social benefits, or wealth, that would result from a higher level. One of the principal aims of federal securities law has therefore been to increase the extent to which the stock prices of the most important companies in our economy (public companies) contain information about firms’ …