Law Commons^™

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.

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 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.

A Symposium On The Ali Corporate Governance Project, James S. Mofsky, Robert D. Rubin

University of Miami Law Review

No abstract provided.

Corporate Governance Eludes The Legal Mind, Kenneth R. Andrews

University of Miami Law Review

Professor Andrews argues that the American Law Institute's Principles of Corporate Governance and Structure: Restatement and Recommendations fails to consider the recent evolution of the large publicly held corporation and the relationship among shareholders, the board, and management. He suggests that the legal and management communities work together to solve the problems in corporate governance.

The Role Of The Board Of Directors: The Ali And Its Critics, Victor Brudney

University of Miami Law Review

No abstract provided.

Corporate Governance: A Director's View, Bryan F. Smith

University of Miami Law Review

The Draft Restatement prescribes the composition and activities of boards of directors. Based on his experience as a member of several corporate boards, the author is convinced that these requirements would have a harmful impact on corporate governance.

The Draft Restatement impedes directors' responses to the corporation's needs by stipulating the number and role of independent directors and mandating monitoring activities, by requiring a "rational basis" for business judgments, and by relaxing procedural barriers to derivative suits. These formal requirements emphasize restraint at the expense of effective governance. The board of directors should remain free to meet the changing demands …

The American Law Institute's Draft Restatement On Corporate Governance: The Business Judgment Rule, Related Principles, And Some General Observations, Marc I. Steinberg

University of Miami Law Review

No abstract provided.

Panel Discussion

University of Miami Law Review

No abstract provided.

The Modernization Of Corporate Law: An Essay For Bill Cary, Melvin Aron Eisenberg

University of Miami Law Review

The business reality to which corporate law relates is constantly evolving. The author argues that in many critical areas, corporate statutory law has failed to evolve alongside that business reality, with the result that much of the statutory law is obsolescent and in need of modernization. After discussing some of the institutional reasons for this statutory obsolescence, he illustrates the problem by discussing the areas of corporate combinations, shareholders' informational rights, corporate distributions, and corporate structure, and describes how a few statutes have managed to deal with the underlying issues in these areas in a realistic manner. He concludes by …

Protections For Corporate Shareholders: Are Major Revisions Needed?, David S. Ruder

University of Miami Law Review

No abstract provided.