Law Commons^™

Business Associations, Scott Lowry

Mercer Law Review

This Article surveys a selection of noteworthy cases involving business associations that Georgia courts decided between June 1, 2022 and May 31, 2023. This Article also briefly highlights the 2023 update to the Georgia Nonprofit Corporation Code, sections 14-3-101–1703 of the Official Code of Georgia Annotated, which was signed by Governor Kemp on May 2, 2023, and took effect on July 1, 2023.

Business Associations: Veil Piercing In Georgia, Judd F. Sneirson

Mercer Law Review

This year saw few developments in Georgia corporate law. The one reported case on the topic involved veil piercing and related doctrines—nothing novel, but an opportunity to review and clarify this important area of Georgia law.

Family Feuds And Circuit Splits: A Clash Between Corporate Cousins Causes The Eleventh Circuit To Revisit The “Long-Lost” Burford Abstention Doctrine, William Wheeler

Mercer Law Review

Corporate litigation is often a highly complex process. The rules and regulations surrounding shareholder demands, derivative lawsuits, review committees, and corporate dissolution create a convoluted procedural web that can be exceedingly difficult to untangle. Due to this complexity, federal court is an attractive choice for many civil litigants; federal forums have predictable and established rules of procedure and federal judges tend to have more time to give each case individualized consideration. These factors can accelerate and smooth the litigation process. However, throughout the last two decades, litigants in corporate dissolution actions have had no choice but to seek relief in …

Business Associations, Stuart E. Walker

Mercer Law Review

This Article surveys some noteworthy cases involving corporations and limited liability companies decided by the Georgia Court of Appeals between June 1, 2020, and May 31, 2021.

No Shirt, No Shoes, No Mask, No Entry, And (Hopefully) No Lawsuits Under The Georgia Covid-19 Business Safety Act!, Franklin Schrum

Mercer Law Review

The COVID-19 Pandemic continues to send shockwaves throughout the United States and all other nations by impacting much more than just the way we live and go about our normal day. Today, in most states, it is considered a common norm to see someone wearing a mask, frequently using sanitizer, or even stocking up on an abnormal amount of household items like toilet paper. Globally, over a million lives have been lost, businesses have become bankrupt, and the economy initially fallen substantially due to the Pandemic. Prominent retailers such as Brooks Brothers, J. Crew, and JCPenney have all filed for …

Business Associations, Stuart E. Walker

Mercer Law Review

This Article surveys noteworthy decisions involving corporations and limited liability companies issued by the Georgia Court of Appeals between June 1, 2019, and May 31, 2020, summarizes an amendment to the Georgia Business Corporation Code and an amendment to the Georgia Nonprofit Corporation Code passed during the 2020 session of the General Assembly, and says a brief word about the status of the new State-wide Business Court.

As far as appellate decisions are concerned, this was a somewhat thin survey period in the area of business associations. But the handful of cases treated here have some lessons to teach the …

Business Associations, Stuart E. Walker

Mercer Law Review

This Article surveys a handful of noteworthy cases involving corporations and limited liability companies decided by the Georgia Supreme Court and the Georgia Court of Appeals between June 1, 2018 and May 31, 2019.

Small-Business Health Insurance: A Symptom Of The Diseased American Health Care System ... What Is The Cure?, M. Catherine Norman

Mercer Law Review

Small businesses are independent establishments wholly owned by an individual, a family, or business partners. Small businesses are vital to local and national economies. In the aggregate, they have a very large impact on the nation, but individually, they are truly small. As such, the influence of small businesses could easily be overlooked, especially when health insurance legislation's focus is on individuals and large businesses.

The current American health insurance system is not sustainable because it increases the burden on large employers while providing a potentially untenable situation for small employers, does nothing to control rising medical costs, and does …

Business Associations, Edward P. Bonapfel, E. Bowen Reichert Shoemaker

Mercer Law Review

This Article surveys notable cases in the areas of corporate, limited-liability company (LLC), partnership, agency, and joint-venture law decided between June 1, 2016 and May 31, 2017 by the Georgia Supreme Court, the Georgia Court of Appeals, and the United States district courts in Georgia.

Business Associations, Edward P. Bonapfel, E. Bowen Reichert Shoemaker

Mercer Law Review

This Article surveys notable cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2015 and May 31, 2016, by the Georgia Supreme Court, the Georgia Court of Appeals, and the United States district courts located in Georgia.

Business Associations, Crystal J. Clark

Mercer Law Review

This Article surveys notable cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2014 and May 31, 2015 by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia.

Business Associations, Crystal J. Clark, Kristi K. North

Mercer Law Review

This Article surveys notable cases in the areas of corporate, limited liability company, partnership, agency, and joint-venture law decided between June 1, 2013 and May 31, 2014 by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia.

Business Associations, Crystal J. Clark

Mercer Law Review

This Article surveys notable cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2012 and May 31, 2013, by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia.' This Article also discusses relevant legislation enacted during the survey period.

Business Associations, W. Carter Bates Iii, Kort D.L. Peterson

Mercer Law Review

This Article surveys developments in Georgia law in the area of business associations, including corporations, partnerships, limited liability companies, and joint ventures. The first portion of this Article reviews noteworthy published cases addressing issues of first impression from the Georgia Court of Appeals, the Georgia Supreme Court, federal district courts of Georgia, and the United States Court of Appeals for the Eleventh Circuit, issued from June 1, 2011 through May 31, 2012. The second portion of this Article summarizes additional cases of note that do not involve issues of first impression. The third portion of this Article discusses relevant legislation …

Business Associations, Paul A. Quirós, Lynn S. Scott, Jane E. Ledlie

Mercer Law Review

This Article surveys noteworthy cases in the area of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2010 and May 31, 2011, by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States District Courts located in Georgia. In addition, this Article provides an overview of important enactments during the 2011 session of the Georgia General Assembly to the Official Code of Georgia Annotated (O.C.G.A.) with respect to banking, finance, contracts, corporation, partnership, and business associations statutes

Business Associations, Paul A. Quirós, Lynn S. Scott

Mercer Law Review

This Article surveys noteworthy cases in the areas of corporate, limited liability company, partnership, and agency law decided between June 1, 2009 and May 31, 2010 by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. In addition to surveying decisions by Georgia courts and federal courts located in Georgia, this Article discusses an important decision by the Supreme Court of the United States.

Business Associations, Paul A. Quirós, Lynn S. Scott, William S. Smoak Jr.

Mercer Law Review

This Article surveys noteworthy cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2008 and May 31, 2009 by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. In addition, this Article provides an overview of important enactments during the 2009 Session of the Georgia General Assembly to the Official Code of Georgia Annotated (O.C.G.A.) with respect to banking, finance, commerce, corporation, partnership, and business associations statutes.

Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii, J. Haskell Murray

Mercer Law Review

This Article surveys noteworthy cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided during the survey period by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. This Article also summarizes enactments at the 2007 Session of the Georgia General Assembly to the Official Code of Georgia Annotated ("O.C.G.A.") with respect to banking, finance, commerce, corporation, partnership, and associations laws.

Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii

Mercer Law Review

This Article surveys noteworthy cases in the areas of corporate, partnership, and limited liability company law decided during the survey period by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. This Article also summarizes enactments at the 2006 Session of the Georgia General Assembly to the Official Code of Georgia Annotated ("O.C.G.A.") with respect to commerce, corporation, partnership, and associations law.

Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii, Travis C. Hargrove

Mercer Law Review

This Article surveys noteworthy cases in the areas of corporate, securities, and partnership law decided during the survey period by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. This Article also summarizes recent enactments by the Georgia General Assembly to the Official Code of Georgia Annotated ("O.C.G.A.") with respect to banking and finance laws.

Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii, James F. Brumsey

Mercer Law Review

This Article surveys noteworthy cases in the areas of corporate, securities, partnership, and banking law decided during the survey period by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. The Article also summarizes recent enactments of the Georgia General Assembly with respect to the foregoing subject matters.

Corporate Social Responsibility In A Global Economy After September 11: Profits, Freedom, And Human Rights, Frank René López

Mercer Law Review

The world economy is now more integrated than ever before. With improved technology in communications and transportation and the explosion of new trade markets, such as the North American Free Trade Agreement ("NAFTA"), the United States has expanded its economic grip to countries all over the world. The United States is at the forefront of the ever-expanding global economy.

Globalization has enabled many U.S. companies to achieve incredible financial success. In fact, many global corporations are now enormous economic giants with economies that rival those of many developing countries. For example, in 2000 Exxon-Mobil's gross sales were $210.3 billion while …

Business Associations, Paul A. Quirós, Lynn S. Scott, James F. Brumsey

Mercer Law Review

This Article surveys noteworthy cases in the areas of corporate, securities, partnership, and banking law decided during the survey period' by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. The Article also summarizes recent enactments of the Georgia General Assembly with respect to the foregoing subject matters.

Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii

Mercer Law Review

This Article surveys recent developments in Georgia's corporate, securities, partnership and banking law. It covers noteworthy cases decided during the survey period' by the Georgia appellate courts, United States district courts located in Georgia, and the Eleventh Circuit Court of Appeals. Also included in this Article are highlights of recent revisions to the Official Code of Georgia Annotated ("O.C.G.A.").

Business Associations, Paul A. Quirós, Lynn S. Scott, George Ward Hendon Jr.

Mercer Law Review

This Article surveys recent developments in Georgia's corporate, securities, partnership, and banking law. It covers noteworthy cases decided during the survey period' by the Georgia appellate courts, United States district courts located in Georgia, and the Eleventh Circuit Court of Appeals. Also included in this Article are highlights of recent revisions to the Official Code of Georgia Annotated ("O.C.G.A.").

Poison Pills: Are Dead Hand Pills Dead In Georgia?, William B. Shearer Iii

Mercer Law Review

Market volatility, market volatility, market volatility-there seems to be no end in sight to the monthly, weekly, and daily fluctuations in financial markets around the globe. One interesting implication created by this volatility is a resurgence of takeover fear. When stock prices fall, valuations fall, expectations may be lowered, and healthy, well-valued companies are presented with excellent buying opportunities. As a result, a company that had been growing exponentially may suddenly find itself under the shadow of a tender offer. Therefore, because of recent market volatility, corporate boardrooms have been forced to review and revamp certain defensive mechanisms. This Comment …

Business Associations, Paul A. Quirós, Lynn Schutte Scott, Daniel J. Babb

Mercer Law Review

This Article surveys noteworthy cases that the Georgia appellate courts, the United States district courts located in Georgia, and the Eleventh Circuit Court of Appeals decided during the survey period as they relate to Georgia corporate, partnership, securities, and banking laws. It also highlights certain enactments by the Georgia General Assembly revising the Official Code of Georgia Annotated ("O.C.G.A.").

Business Associations, Paul A. Quirós, Lynn Schutte Scott, Lora A. Tarle

Mercer Law Review

This Article surveys recent developments in Georgia law in the areas of corporate, partnership, securities, and banking law. It covers noteworthy cases decided during the survey period by Georgia state and appellate courts, United States district courts located in Georgia, and the Eleventh Circuit Court of Appeals. Also included are legislative enactments by the Georgia General Assembly revising the Official Code of Georgia Annotated ("O.C.G.A.").

Business Associations, Paul R. Quirós, Lynn Schutte Scott, Gregory M. Beil

Mercer Law Review

This Article surveys noteworthy cases that the Georgia Appellate Courts, the United States District Courts in Georgia, and the United States Court of Appeals decided during the survey period as they relate to Georgia corporate, partnership, securities, and banking laws. It also highlights certain enactments by the Georgia General Assembly revising the Official Code of Georgia Annotated ("O.C.G.A.").

The Ali Principles Of Corporate Governance Compared With Georgia Law—Continued, Marjorie Fine Knowles, Colin Flannery

Mercer Law Review

I. PART VII, CHAPTER 1: THE DERIVATIVE ACTION

Nothing in The American Law Institute's. . . Principles of Corporate Governance: Analysis and Recommendations... proved more controversial than the effort to develop fair and balanced standards for the derivative action. Only the topic of corporate takeovers seems to evoke an equally intense level of emotion among corporate lawyers. Not surprisingly then, Part VII (Remedies) of the Principles attracted the same attention from critics that a lightning rod does in a thunderstorm.

Indeed, the lobbying and scrutiny visited upon the American Law Institute's ("ALI") work on the derivative action from the various …