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Full-Text Articles in Law
At The Intersection Of Corporate Governance And Environmental Sustainability, Jayne W. Barnard
At The Intersection Of Corporate Governance And Environmental Sustainability, Jayne W. Barnard
William & Mary Business Law Review
Most boards of public companies have learned to live comfortably with audit committees, nominating committees, and compensation committees. An increasing number of companies are now also creating risk-management committees. This Essay explores the early stages of development of yet another board-level committee: the sustainability committee. The Essay posits several advantages to having a board-level sustainability committee and identifies possible sources of pressure for the creation of more such committees. It also suggests some of the disadvantages of sustainability committees and cautions against cosmetic governance reform. By examining what we know today (and can imagine tomorrow) about sustainability committees, this Essay …
Holman V. Commissioner: A Death Knell For The Tax Value Of Transfer Restrictions In Family Limited Partnerships?, Brent B. Nicholson
Holman V. Commissioner: A Death Knell For The Tax Value Of Transfer Restrictions In Family Limited Partnerships?, Brent B. Nicholson
William & Mary Business Law Review
This Article examines a recent United States court of appeals case concerning section 2703, Holman v. Commissioner,7 and some earlier cases, including a few under the 1958 regulation, that are relevant to Holman. The purpose of this Article is to explain the current state of the law with respect to buy-sell type agreements and their influence on setting the transfer tax value. The Article begins with a discussion of the relevant Code and Regulations, focusing on section 2703 and its legislative history. The Article then follows with a look at some of the relevant case law and an in-depth look …
Virginia Is For Lovers And Directors: Important Differences Between Fiduciary Duties In Virginia And Delaware, Laurence V. Parker Jr.
Virginia Is For Lovers And Directors: Important Differences Between Fiduciary Duties In Virginia And Delaware, Laurence V. Parker Jr.
William & Mary Business Law Review
Virginia and Delaware have different approaches to a director’s fiduciary duties. The Virginia Stock Corporation Act imposes a deferential subjective standard of conduct that allows the more-frequent application of its business judgment rule. Virginia courts have followed the Virginia Stock Corporation Act and have shown even more deference to the decisions of directors than the Virginia Stock Corporation Act may require. In addition, Virginia courts have been reluctant to hold that additional constituencies, beyond the corporation and shareholders as a class, are owed fiduciary duties. Finally, Virginia courts have not imposed “enhanced scrutiny” on the decisions of directors involving hostile …