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Business Organizations Law

1983

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Articles 1 - 30 of 55

Full-Text Articles in Law

Income And Estate Tax Planning With Subchapter S Corporations, Robert J. Hipple, Barbara C. Hipple Dec 1983

Income And Estate Tax Planning With Subchapter S Corporations, Robert J. Hipple, Barbara C. Hipple

William & Mary Annual Tax Conference

No abstract provided.


Recent Developments Affecting Multiple Corporations: Sections 304, 306, And 338, James P. Holden Dec 1983

Recent Developments Affecting Multiple Corporations: Sections 304, 306, And 338, James P. Holden

William & Mary Annual Tax Conference

No abstract provided.


Demise Of The Director's Duty Of Care: Judicial Avoidance Of Standards And Sanctions Through The Business Judgment Rule, Stuart R. Cohn Dec 1983

Demise Of The Director's Duty Of Care: Judicial Avoidance Of Standards And Sanctions Through The Business Judgment Rule, Stuart R. Cohn

UF Law Faculty Publications

Courts love the so-called business judgment rule. It dispenses quickly and easily with derivative actions against corporate directors and officers, and other challenges to corporate conduct. Unfortunately, the business judgment rule has come to mask its underlying premise, i.e. that there must have been a business judgment made. This article examines the dominance of the business judgment rule over the underlying requirement of the duty of care and suggests reform measures that will bring the duty of care back to its appropriate role in determining the merits of management decision-making processes.


Minority Shareholders And Cashout Mergers: The Delaware Court Offers Plaintiffs Greater Protection And A Procedural Dilemma—Weinberger V. Uop, Inc., 457 A.2d 701 (Del. 1983), John T. Mclean Dec 1983

Minority Shareholders And Cashout Mergers: The Delaware Court Offers Plaintiffs Greater Protection And A Procedural Dilemma—Weinberger V. Uop, Inc., 457 A.2d 701 (Del. 1983), John T. Mclean

Washington Law Review

Before Weinberger, Delaware law allowed a minority shareholder, dissatisfied with a cashout merger, to seek either the sure but conservative remedy of an appraisal action or the less certain but more liberal remedy of an equitable action. The new fairness action combines allegations of unfair price and unfair dealing. However, the court appears to ground plaintiffs' monetary remedies in the appraisal statute which was designed only to remedy unfair price. More important, the court requires plaintiffs to follow the technical procedures outlined in the appraisal statute. While these procedures allow sufficient time for allegations of unfair price, they would severely ...


Section 356(A)(2): A Study Of Uncertainty In Corporate Taxation, William J. Rands Nov 1983

Section 356(A)(2): A Study Of Uncertainty In Corporate Taxation, William J. Rands

University of Miami Law Review

Section 356(a)(2) of the Internal Revenue. Code requires the recipient of boot in a corporate reorganization to treat any gain recognized as a dividend, if the reorganization "has the effect of the distribution of a dividend." This article examines the conflicting interpretations of this section and offers suggested changes in the law. The article also reviews the performance of all three branches of government in developing tax law.


Tax Considerations In Structuring Foreign Investment In The United States, Thomas H. Olsen Nov 1983

Tax Considerations In Structuring Foreign Investment In The United States, Thomas H. Olsen

BYU Law Review

No abstract provided.


Utah's Business Name Statutes: "An Open Invitation To Litigation", Richard E. Turley Jr. Nov 1983

Utah's Business Name Statutes: "An Open Invitation To Litigation", Richard E. Turley Jr.

BYU Law Review

No abstract provided.


Daily Income Fund, Inc. V. Fox, Lewis F. Powell Jr. Oct 1983

Daily Income Fund, Inc. V. Fox, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.


Allison V. United States, 83-1 U.S. Tax Cas. (Cch) ¶ 9241 (Ct. App. Fed. Cir. 1983), Peter Doragh Oct 1983

Allison V. United States, 83-1 U.S. Tax Cas. (Cch) ¶ 9241 (Ct. App. Fed. Cir. 1983), Peter Doragh

Florida State University Law Review

Partnership Taxation-INTANGIBLE DRILLING COSTS MEET SUBSTANTIAL ECONOMIC EFFECT


Product Liability And The Passage Of Time: The Imprisonment Of Corporate Rationality, James A. Henderson Jr. Oct 1983

Product Liability And The Passage Of Time: The Imprisonment Of Corporate Rationality, James A. Henderson Jr.

Cornell Law Faculty Publications

In theory, the product liability system should induce manufacturers to invest in product safety at the socially optimal level, i.e., the level at which the marginal cost of the investment equals the marginal cost of product-related accidents thereby avoided. In reality, however, this inducement may be weakened by countervailing incentives, causing manufacturers in marginal cases to forgo investment that would appear to be cost-effective. Professor Henderson argues that in these cases corporate rationality has been "imprisoned" by two "real-world" phenomena. First, a manufacturer may postpone product improvements lest they be viewed by potential claimants and juries as a confession ...


Limiting The Use Of The Rico Act As A Defense To Hostile Corporate Takeovers, Mary Ann Lesniak Oct 1983

Limiting The Use Of The Rico Act As A Defense To Hostile Corporate Takeovers, Mary Ann Lesniak

University of Michigan Journal of Law Reform

This Note argues that RICO could be a legitimate defense to a hostile corporate takeover pursuant to a cash tender off er if shareholders who retain stock will be harmed by the takeover. Part I of this Note examines the general background of the RICO Act. Part II applies the Act to a hostile cash tender offer and examines each element of a civil RICO action. Part III advocates the use of RICO's injury requirement to limit this application of the Act and analyzes the potential injuries to shareholders and management during a hostile cash tender offer. This limitation ...


Close Corporations And Private Companies Under American And English Law: Protecting Minorities, Stephen J. Leacock Oct 1983

Close Corporations And Private Companies Under American And English Law: Protecting Minorities, Stephen J. Leacock

University of Miami Inter-American Law Review

No abstract provided.


The Take-Over Bid By Private Agreement: The Follow-Up Offer Obligation, Bruce Bailey, Purdy Crawford Oct 1983

The Take-Over Bid By Private Agreement: The Follow-Up Offer Obligation, Bruce Bailey, Purdy Crawford

Dalhousie Law Journal

The acquisition of control of a public corporation by the private purchase of shares from a controlling shareholder' or a control group has been one of the most controversial issues in corporate and securities law and has been the subject of a continuing debate. 2 The purchase of corporate control raises the fundamental issue of the extent to which a controlling shareholder should be permitted to dispose of his shares at a premium without sharing the premium with minority shareholders. Securities law in the United States does not require equal treatment where control is acquired by private agreement, 3 but ...


Corporate Governance And Minority Rights, A. J. Maclntosh Oct 1983

Corporate Governance And Minority Rights, A. J. Maclntosh

Dalhousie Law Journal

Anglo-American corporate law has developed on the premise that ordinarily the majority is entitled to rule. Nevertheless, the courts have recognized the dangers in permitting tyranny by the majority and have given relief in cases where they believed the majority was clearly abusing its powers. Courts have had little difficulty in doing this where it was clear that the majority was practising fraud in the sense that it was appropriating to itself property or benefits which, in the view of the courts, belonged to the corporation or, as it was sometimes put, to the body of shareholders as a whole ...


The Service Corporation-- Who Is Taxable On Its Income: Reconciling Assignment Of Income Principles, Section 482, And Section 351, Elliott Manning Sep 1983

The Service Corporation-- Who Is Taxable On Its Income: Reconciling Assignment Of Income Principles, Section 482, And Section 351, Elliott Manning

University of Miami Law Review

In evaluating potential abuses in the creation and operation of service corporations, the courts have been unable to define the proper roles of assignment of income principles and section 482, both of which may under certain conditions require the taxation of such corporations' employee-shareholders, and section 351, which shields certain transfers of income to the corporation. The author, after an analysis of case law and rulings that deal with service and other closely held corporations, proposes a framework in which to harmonize the policies of sections 482 and 351 in light of the assignment of income doctrine.


Article Six Bulk Transfers: Thirty Years Of Confusion, Steven F. Brines Sep 1983

Article Six Bulk Transfers: Thirty Years Of Confusion, Steven F. Brines

West Virginia Law Review

No abstract provided.


Confronting Close Corporate Status In West Virginia: Alternative Theories To Prevent Abuse To The Detriment Of Creditors, William E. Galeota Sep 1983

Confronting Close Corporate Status In West Virginia: Alternative Theories To Prevent Abuse To The Detriment Of Creditors, William E. Galeota

West Virginia Law Review

No abstract provided.


The Subchapter S Revision Act: An Analysis And Appraisal, Glenn E. Coven Jul 1983

The Subchapter S Revision Act: An Analysis And Appraisal, Glenn E. Coven

Faculty Publications

No abstract provided.


Partnership Allocations: Flipping Through The Substantial Economic Effect Hoops, Frank Rainer Jul 1983

Partnership Allocations: Flipping Through The Substantial Economic Effect Hoops, Frank Rainer

Florida State University Law Review

No abstract provided.


The Limited Liability Company Act, Richard Johnson Jul 1983

The Limited Liability Company Act, Richard Johnson

Florida State University Law Review

No abstract provided.


The Unsung Death Of State Takeover Statutes: Edgar V. Mite Corp., Kristina Hansen Wardwell Jul 1983

The Unsung Death Of State Takeover Statutes: Edgar V. Mite Corp., Kristina Hansen Wardwell

Boston College Law Review

No abstract provided.


Golden Parachutes: Executiveemployment Contracts, William R. Spalding Jun 1983

Golden Parachutes: Executiveemployment Contracts, William R. Spalding

Washington and Lee Law Review

No abstract provided.


The Relevance Of Fresh Investment To The Characterization Of Corporate Distributions And Adjustments, Glenn E. Coven Apr 1983

The Relevance Of Fresh Investment To The Characterization Of Corporate Distributions And Adjustments, Glenn E. Coven

Faculty Publications

No abstract provided.


The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner Apr 1983

The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner

Florida State University Law Review

No abstract provided.


Old Macdonald (Inc.) Has A Farm... Maybe Or Nebraska's Corporate Farm Ban: Is It Constitutional, Roger D. Colton Apr 1983

Old Macdonald (Inc.) Has A Farm... Maybe Or Nebraska's Corporate Farm Ban: Is It Constitutional, Roger D. Colton

University of Arkansas at Little Rock Law Review

No abstract provided.


The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner Apr 1983

The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner

Scholarly Publications

No abstract provided.


Origins Of Tax Law: The History Of The Personal Service Corporation, J. Timothy Philipps, James S. Mcnider, Iii, Daniel E. Riley Mar 1983

Origins Of Tax Law: The History Of The Personal Service Corporation, J. Timothy Philipps, James S. Mcnider, Iii, Daniel E. Riley

Washington and Lee Law Review

No abstract provided.


European Merger Control: Legal And Economic Analyses On Multinational Enterprises, Volume 1, Michigan Law Review Mar 1983

European Merger Control: Legal And Economic Analyses On Multinational Enterprises, Volume 1, Michigan Law Review

Michigan Law Review

A Review of European Merger Control: Legal and Economic Analyses on Multinational Enterprises, Volume 1 edited by Klaus Hopt


Bankruptcy Law In Perspective: A Rejoinder, Theodore Eisenberg Feb 1983

Bankruptcy Law In Perspective: A Rejoinder, Theodore Eisenberg

Cornell Law Faculty Publications

Professor Harris challenges my argument that bankruptcy reform takes place in an environment too isolated from the rest of the legal world. He also challenges each of the three illustrations I offered to support my thesis. Discussion of his views on the environment in which reform occurs is best deferred until after discussion of his analysis of my three illustrations.


Chapter 3: Corporations And Business Associations, Anne T. Foley, Thomas Finigan Jan 1983

Chapter 3: Corporations And Business Associations, Anne T. Foley, Thomas Finigan

Annual Survey of Massachusetts Law

No abstract provided.