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Business Organizations Law

Journal

1996

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Articles 1 - 30 of 30

Full-Text Articles in Law

The Responsible Corporate Officer, Criminal Liability, And Mens Rea: Limitations On The Rco Doctrine , Cynthia H. Finn Dec 1996

The Responsible Corporate Officer, Criminal Liability, And Mens Rea: Limitations On The Rco Doctrine , Cynthia H. Finn

American University Law Review

No abstract provided.


Business Associations, Paul R. Quirós, Lynn Schutte Scott, Gregory M. Beil Dec 1996

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 Dec 1996

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 …


The Limited Liability Company: A Catalyst Exposing The Corporate Integration Question, Susan Pace Hamill Nov 1996

The Limited Liability Company: A Catalyst Exposing The Corporate Integration Question, Susan Pace Hamill

Michigan Law Review

The rise of the domestic limited liability company (LLC) from obscurity to its present position as a viable, mainstream alternative to the corporation or partnership was met with enormous enthusiasm by the business community and the practicing bar. First introduced by the State of Wyoming in 1977 and recognized by the Internal Revenue Service (IRS) as a partnership for federal income tax purposes in 1988, the LLC offers for the first time a domestic entity that combines the tax advantages of a partnership with limited liability protection for all members, an advantage commonly associated with corporations. The advantages of the …


A Call For More Lenient Director Liability Standards For Small, Charitable Nonprofit Corporations, David W. Barrett Oct 1996

A Call For More Lenient Director Liability Standards For Small, Charitable Nonprofit Corporations, David W. Barrett

Indiana Law Journal

No abstract provided.


Steinbach V. Hubbard: Somebody Call An Ambulance! The Fair Labor Standards Act And The Successor Liability Doctrine Have Been Seriously Injured!, Andrew P. Pickering Sep 1996

Steinbach V. Hubbard: Somebody Call An Ambulance! The Fair Labor Standards Act And The Successor Liability Doctrine Have Been Seriously Injured!, Andrew P. Pickering

BYU Law Review

No abstract provided.


China's Company Law: Practicing Capitalism In A Transitional Economy, Anna M. Han Jul 1996

China's Company Law: Practicing Capitalism In A Transitional Economy, Anna M. Han

Washington International Law Journal

As China embarks on the road to transform itself from a planned economy to one in which market forces play an increasingly important part, the corporation will play a critical role in this transformation. By outlining past and existing economic policies, this article explores how these newly sanctioned corporations will operate in China's changing economy and points outs some of the difficulties which the Chinese will encounter. The article also recommends some steps necessary for the Chinese economy to fully enjoy the benefits of efficiently operated corporations.


Resale Issues In Telecommunications Regulation: An Economic Perspective, Alexander C. Larson Jun 1996

Resale Issues In Telecommunications Regulation: An Economic Perspective, Alexander C. Larson

Michigan Telecommunications & Technology Law Review

The purpose of this Article is to evaluate proposed resale policies from an economic perspective. Specifically, this Article evaluates whether mandated resale can be expected to lead to the benefits ascribed to it by its proponents. In addition, this Article identifies issues which must be addressed before an economically sound local service resale policy may be put into place.


Directorial Fiduciary Duties In A Tracking Stock Equity Structure: The Need For A Duty Of Fairness, Jeffrey J. Hass Jun 1996

Directorial Fiduciary Duties In A Tracking Stock Equity Structure: The Need For A Duty Of Fairness, Jeffrey J. Hass

Michigan Law Review

Part I of this article briefly describes the key distinctions between a tracking stock corporation and a conventional corporation. It then touches on the reasons why corporations have adopted tracking stock equity structures. Part II articulates the unique legal challenges presented by a tracking stock equity structure. Part III discusses the disclosure that tracking stock corporations have made with respect to these challenges. Part IV briefly summarizes the fiduciary duties of care and loyalty and explores why these duties are ill-equipped to address these challenges. Part V presents the duty of fairness and discusses the duty's elements in detail. In …


Revisiting Revlon: The Rumors Of Its Demise Have Been Greatly Exaggerated, T. Richard Giovannelli Jun 1996

Revisiting Revlon: The Rumors Of Its Demise Have Been Greatly Exaggerated, T. Richard Giovannelli

William & Mary Law Review

No abstract provided.


Revising Washington's Corporate Practice Of Medicine Doctrine, Lisa Rediger Hayward Apr 1996

Revising Washington's Corporate Practice Of Medicine Doctrine, Lisa Rediger Hayward

Washington Law Review

Current Washington law prohibits the corporate practice of medicine. The courts have interpreted this doctrine to prohibit the employment of physicians by any entity, other than a professional corporation or health maintenance organization, even if the corporation only performs business functions. This Comment discusses the corporate practice of medicine doctrine in Washington and its usefulness in the modem health care environment. It argues that two of the doctrine's underlying justifications are effectuated more sensibly by current regulatory provisions and that the doctrine should be retained only to prevent lay interference with physician autonomy in medical decisions. This Comment recommends that …


Corporate Director And Officer Liability, Constance Frisby Fain Apr 1996

Corporate Director And Officer Liability, Constance Frisby Fain

University of Arkansas at Little Rock Law Review

No abstract provided.


M&A In The Banking Industry: Legal Perspective, Fred B. White Jan 1996

M&A In The Banking Industry: Legal Perspective, Fred B. White

Fordham Journal of Corporate & Financial Law

No abstract provided.


Judicial Usurpation Of The F.T.C.'S Authority: A Return To The Rule Of Reason, 30 J. Marshall L. Rev. 283 (1996), Jeffrey H. Liebling Jan 1996

Judicial Usurpation Of The F.T.C.'S Authority: A Return To The Rule Of Reason, 30 J. Marshall L. Rev. 283 (1996), Jeffrey H. Liebling

UIC Law Review

No abstract provided.


Legalizing Employment Discrimination: A Foolish And Dangerous Policy, 29 J. Marshall L. Rev. 587 (1996), Michael J. Leech Jan 1996

Legalizing Employment Discrimination: A Foolish And Dangerous Policy, 29 J. Marshall L. Rev. 587 (1996), Michael J. Leech

UIC Law Review

No abstract provided.


Third Party Liability Or The False Claims Act: It Is Time For Consultants To Pay The Price For Their Bad Advice, 29 J. Marshall L. Rev. 923 (1996), Neal A. Cooper Jan 1996

Third Party Liability Or The False Claims Act: It Is Time For Consultants To Pay The Price For Their Bad Advice, 29 J. Marshall L. Rev. 923 (1996), Neal A. Cooper

UIC Law Review

No abstract provided.


Article 2 Revisions: An Opportunity To Protect Consumers And Merchant Consumers Through Default Provisions, 30 J. Marshall L. Rev. 39 (1996), Edith Resnick Warkentine Jan 1996

Article 2 Revisions: An Opportunity To Protect Consumers And Merchant Consumers Through Default Provisions, 30 J. Marshall L. Rev. 39 (1996), Edith Resnick Warkentine

UIC Law Review

No abstract provided.


Misappropriation Of Trade Secrets: The Last Civil Rico Cause Of Action That Works, 30 J. Marshall L. Rev. 207 (1996), Thomas P. Heed Jan 1996

Misappropriation Of Trade Secrets: The Last Civil Rico Cause Of Action That Works, 30 J. Marshall L. Rev. 207 (1996), Thomas P. Heed

UIC Law Review

No abstract provided.


University Of Richmond Law Review Jan 1996

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.


Annual Survey Of Virginia Law: Business And Corporate Law, William A. Musgrove Jan 1996

Annual Survey Of Virginia Law: Business And Corporate Law, William A. Musgrove

University of Richmond Law Review

This article reviews recent developments in the law affecting Virginia businesses and corporations. Part II discusses recent judicial decisions, including: two Fourth Circuit Court of Appeals opinions, one interpreting and upholding the constitutionality of the Virginia statutes regulating hostile takeovers, and the other determining the owner of partnership property upon dissolution of the partnership; two Supreme Court of Virginia decisions regarding non-stock corporations, one determining the validity of the board of directors, and one deciding whether the Property Owners' Association Act supersedes the bylaws of an incorporated non-stock property owners' association; four Supreme Court of Virginia decisions including one denying …


A Positive Analysis Of The Common Law Of Corporate Fiduciary Duties, Rutheford B. Campbell Jr. Jan 1996

A Positive Analysis Of The Common Law Of Corporate Fiduciary Duties, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.


The Federal Sentencing Guidelines Endorsement Of Corporate-Level Restitution: Furtherance Of Public Policy Or Discrimination On The Basis Of Entity Capitalization?, Henry Amoroso Jan 1996

The Federal Sentencing Guidelines Endorsement Of Corporate-Level Restitution: Furtherance Of Public Policy Or Discrimination On The Basis Of Entity Capitalization?, Henry Amoroso

Campbell Law Review

No abstract provided.


M&A: Survival Of The Fittest In The 21st Century: Strategic Positioning In The Banking And Communications Industries - M&A In The Banking Industry Investment Banking Perspective, Neil Mccarthy Jan 1996

M&A: Survival Of The Fittest In The 21st Century: Strategic Positioning In The Banking And Communications Industries - M&A In The Banking Industry Investment Banking Perspective, Neil Mccarthy

Fordham Journal of Corporate & Financial Law

No abstract provided.


M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Corporate Restructuring & Spin-Offs, Michael Kliegman Jan 1996

M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Corporate Restructuring & Spin-Offs, Michael Kliegman

Fordham Journal of Corporate & Financial Law

No abstract provided.


M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Should A Bank Acquire, Merge, Or Divest, Maureen S. Bateman Jan 1996

M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Should A Bank Acquire, Merge, Or Divest, Maureen S. Bateman

Fordham Journal of Corporate & Financial Law

No abstract provided.


M&A Implications Of Telecommunications Act Of 1996, Jay L. Birnbaum Jan 1996

M&A Implications Of Telecommunications Act Of 1996, Jay L. Birnbaum

Fordham Journal of Corporate & Financial Law

No abstract provided.


The Subtle Vices Of The Employment Discrimination Laws, 29 J. Marshall L. Rev. 575 (1996), Richard A. Epstein Jan 1996

The Subtle Vices Of The Employment Discrimination Laws, 29 J. Marshall L. Rev. 575 (1996), Richard A. Epstein

UIC Law Review

No abstract provided.


Women In Corporate Law: Rewriting The Rules, Amy E. Decker Jan 1996

Women In Corporate Law: Rewriting The Rules, Amy E. Decker

American University Journal of Gender, Social Policy & the Law

No abstract provided.


Fiduciary Duties And Reasonable Expectations: Cash-Out Mergers In Close Corporations, David C. Crago Jan 1996

Fiduciary Duties And Reasonable Expectations: Cash-Out Mergers In Close Corporations, David C. Crago

Oklahoma Law Review

No abstract provided.


You Wanna Do What? Attorneys Organizing As Limited Liability Partnerships And Companies: An Economic Analysis, Mark Rosencrantz Jan 1996

You Wanna Do What? Attorneys Organizing As Limited Liability Partnerships And Companies: An Economic Analysis, Mark Rosencrantz

Seattle University Law Review

Although many states have embraced the concept of limited liability for attorneys, approval is not universal. Rhode Island and California statutorily ban attorneys from practicing in such forms. Further, even those states that have embraced the concept recognize concerns that, under a limited liability scheme, the quality of attorney work may suffer, and sufficient funds may not be available for potential plaintiffs. This Comment argues that attorneys should be allowed to limit their liability by using the LLP and LLC forms to provide relief from the upsurge of liability because traditional arguments against attorneys' use of such forms ignore the …