Law Commons^™

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.").

Collective Rights Adjudication In U.S. Courts: Enforcing Human Rights At The Corporate Level, Kathryn L. Boyd

BYU Law Review

No abstract provided.

Corporate Liability, Risk Shifting, And The Paradox Of Compliance, William S. Laufer

Vanderbilt Law Review

The evolution of corporate criminal law is explained by the shifting risks of liability and loss between corporations and their agents in accommodating the illogic of vicarious liability. A vivid example of the effects of this risk shifting is seen with the recent emergence of the good citizen corporation movement. This movement en- courages prosecutors with vast discretion to leverage indictments and convictions of subordinate agents, resort to civil and administrative actions against large and medium-sized corporations in place of criminal indictments, compromise agent indemnification, and enforce corporate self-regulation through elaborate plea agreements. Not surprisingly, organizations tend to conceive of …

Misunderstanding Director Duties: The Strange Case Of Virginia, Lyman Johnson

Washington and Lee Law Review

No abstract provided.

Playing Doctor: Corporate Medical Practice And Medical Malpractice, E. Haavi Morreim

University of Michigan Journal of Law Reform

Although health plans once existed mainly to ensure that patients could pay for care, in recent years managed care organizations (MCOs) have attempted to limit expenditures by exercising significant influence over the kinds and levels of care provided. Some commentators argue that such influence constitutes the practice of medicine, and should subject MCOs to the same medical malpractice torts traditionally brought against physicians. Others hold that MCOs engage only in contract interpretation, and do not literally practice medicine.

This Article begins by arguing that traditional common law doctrines governing corporate practice of medicine do not precisely apply to the current …

Antitrust Enfocement And High-Technology Markets, William J. Baer, David A. Balto

Michigan Telecommunications & Technology Law Review

Although the antitrust laws apply to all industries, the application must be tempered in each case by the myriad ways in which competition can be modified by structural, behavioral, technological, regulatory, and other characteristics. The Commission applies the antitrust laws with sensitivity to the special characteristics of high-tech industries and of intellectual property, but also with the recognition that--as in other industries--competition plays an important role in spurring innovation and in spreading the benefits of that innovation to consumers. This focus is not new. This balanced approach has roots that go back at least to the 1977 Antitrust Guide to …

Trademark Issues In Cyberspace: The Brave New Frontier, Sally M. Abel

Michigan Telecommunications & Technology Law Review

Cyberspace raises a variety of thought-provoking trademark and trademark-related issues. While many of the issues and problems that arise may be analyzed and resolved from the vantage point of traditional notions of trademark law, others present thornier questions requiring greater sensitivity to the practical effect of cyberspace on the commercial marketplace. The cyberspace trademark issue that continues to get the most press is the domain name controversy. Is a domain a trademark? When does use of a domain infringe trademark rights? If someone else registers a company's name or trademark as their domain, what can the company do? Beyond domains …

Internet Framing: Complement Or Hijack , Raymond Chan

Michigan Telecommunications & Technology Law Review

Currently, the technology of "framing" allows a web site to: (1) pull in the contents of an external site into the local site; (2) "chop" up the contents of the external site into different "frames" or parts; and (3) display only the frames that are beneficial to the framing site. When an advertisements is blocked off by a frame, an advertiser who paid to advertise at an external (framed) site may cease to purchase advertising space from that external site if the framing activities of another web site prevent the advertisement from reaching prospective viewers. From the perspective of the …

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 …

Jehovah's Witnesses V. Land Berlin: Requiring Religious Communities Seeking Public Corporation Status In Germany To Satisfy The "Meaning And Purpose Of Corporation Status" Test, Scott Kent Brown Ii

BYU Law Review

No abstract provided.

What's Your Water Worth? Why We Need Federal Fine Guidelines For Corporate Environmental Crime , Mark H. Allenbaugh

American University Law Review

No abstract provided.

The 1997 Deregulation Of Japan's Holding Companies, Andrew H. Thorson, Frank Siegfanz

Washington International Law Journal

In 1947, Japan enacted the Act Concerning Prohibition of Monopolization and Maintenance of Fair Trade ("AMA"), known to some as the "Economic Constitution of Japan" because of its fundamental role in structuring Japan's economy. Among the most profound legislative provisions the 1947 AMA introduced to Japanese economic law are an absolute prohibition on pure holding companies and strict regulations upon stockholding by certain other types of companies. The legislature established these provisions as part of a plan to de-concentrate excessive economic power then wielded in the Japanese economy by large integrated enterprise complexes known as the zaibatsu. Fifty years …

Potential Disregard Of The Corporate Entity & U.S. Subsidiary Invocation Of Japanese Parent's Treaty Rights, Eric K. Kawabata

Washington International Law Journal

U.S. corporate subsidiaries of Japanese parent companies enjoy the same advantages of incorporation (e.g., liability limited to the amount of investment) and the same legal protections extended to domestically-held U.S. corporations (e.g., access to courts and various legal remedies). Thus, it would be a natural and logical assumption that U.S. subsidiaries of Japanese parent companies are required to comply with U.S. law in the same manner as domestically-held corporations. However, some U.S. subsidiaries, by asserting that they are, in reality, inseparable from their Japanese parent companies, have been allowed to avail themselves of exceptions to U.S. law under the U.S.-Japan …

The 1997 Deregulation Of Japan's Holding Companies, Andrew H. Thorson, Frank Siegfanz

Washington International Law Journal

In 1947, Japan enacted the Act Concerning Prohibition of Monopolization and Maintenance of Fair Trade ("AMA"), known to some as the "Economic Constitution of Japan" because of its fundamental role in structuring Japan's economy. Among the most profound legislative provisions the 1947 AMA introduced to Japanese economic law are an absolute prohibition on pure holding companies and strict regulations upon stockholding by certain other types of companies. The legislature established these provisions as part of a plan to de-concentrate excessive economic power then wielded in the Japanese economy by large integrated enterprise complexes known as the zaibatsu. Fifty years …

Banking Supervision And Government Policy: The Role Of Regulators In International Financial Reform, William Murden

Fordham Journal of Corporate & Financial Law

No abstract provided.

Transatlantic Misunderstandings: Corporate Law And Societies, Caroline Bradley

University of Miami Law Review

No abstract provided.

The Privatization Of Business And Commercial Dispute Resolution: A Misguided Policy Decision, Chris A. Carr, Michael R. Jencks

Kentucky Law Journal

No abstract provided.

On The Threshold Of The Adoption Of Global Antibribery Legislation, Barbara C. George, Kathleen A. Lacey, Jutta Birmele

Vanderbilt Journal of Transnational Law

This Article will (1) briefly discuss domestic U.S. anti-corruption efforts through a review of the substantive content of the 1977 FCPA and its 1988 amendments; (2) evaluate indicators of changes in domestic attitudes and policies toward business corruption as evidenced by the breadth and scope of recent increased enforcement activities of DOJ and the SEC; (3) analyze the factors causing recent changes in international attitudes and policies toward business corruption; and (4) examine the resulting international efforts to combat business corruption by governmental and non-governmental organizations, financial standard setting organizations, and financial institutions.

Annual Survey Of Virginia Law: Corporate Law, A. Eric Kauders Jr.

University of Richmond Law Review

Despite its widely held reputation as being a bastion of all things conservative, Virginia has long been a leader on the frontier of corporate and partnership law. As a recent example confirming its progressive reputation, one need look no further than the 1991 passage of legislation permitting the formation of limited liability companies. While the amount ofactivity in corporate law this year was far from notable, the legislation and judicial decisions from the past year continue to demonstrate Virginia's "corporate activism."

From Special Privilege To General Utility: A Continuation Of Willard Hurst's Study Of Corporations, Susan Pace Hamill

American University Law Review

No abstract provided.

Directors' Duty Of Care To Monitor Information Systems In Hmos: Some Lessons From The Oxford Health Plan, Mary E. O'Byrne

Journal of Law and Health

Given this scale of investment, the centrality of information systems to the success of an HMO, the obligation of regulatory compliance, plus the attention now focused on the year 2000 "millenium bug" problem, information systems are clearly a major area of concern and oversight by corporate directors. This paper analyzes the role of information systems in HMOs and the nature of the HMO directors' duty of care in monitoring the integrity of the information systems to determine when directors may be held personally liable for losses suffered by the corporation when the systems collapse. Section I addresses in general the …

The Devil Made Me Do It: Replacing Corporate Directors' Veil Of Secrecy With The Mantle Of Stewardship, Constance E. Bagley, Karen L. Page

San Diego Law Review

This Article argues that the nature of the corporate form coupled with an exclusive focus on shareholder value leads to economically and socially inefficient results. The "profit maximization" view of directors' duties ignores the historical reasons why corporations were given special privileges, such as limited liability, by the state. This narrow view should be replaced with a doctrine of stewardship that imposes a more comprehensive view of the corporation's and directors' responsibility to manage the vast resources held in corporate form. This broader view is consistent not only with the values of a free market economy, but also with modem …

The Limited Fiduciary Duties Owed By Corporate Managers To Preferred Shareholders: A Need For Change, Noelle M. Holladay

Kentucky Law Journal

No abstract provided.

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Budweiser Or Budweiser, 32 J. Marshall L. Rev. 1251 (1999), Jitka Smith

UIC Law Review

No abstract provided.

Stability In World Financial Markets: Introductory Remarks, Alan Rechtschaffen

Fordham Journal of Corporate & Financial Law

No abstract provided.

Recent Market Events And The Foundation For Global Market Crises: The Experience Of Republic National Bank, Walter H. Weiner

Fordham Journal of Corporate & Financial Law

No abstract provided.

Recent Market Events And The Foundation For Global Market Crises: A Lawyer's Perspective, Philip H. Harris

Fordham Journal of Corporate & Financial Law

No abstract provided.

Recent Market Events And The Foundation For Global Market Crises: Hedge Funds, Leon M. Metzger

Fordham Journal of Corporate & Financial Law

No abstract provided.

Reflections On Exchange Rates And Dollarization, Steve Hanke

Fordham Journal of Corporate & Financial Law

No abstract provided.