Law Commons^™

Toward A New Theory Of The Shareholder Role: A Sacred Space In Corporate Transactions, Robert B. Thompson, D. Gordon Smith

Faculty Scholarship

Corporate law expresses a profound ambiguity toward the role of shareholders. Courts announce that shareholders are critical to the theory that legitimates the exercise of power - by directors and officers over vast aggregations of property that they do not own. At the same time shareholders have a very difficult time actually making any corporate decisions. In this Article, we strive to define a new role for shareholders by drawing on economic theories of the firm and the structure of corporate law. More particularly we examine the role of shareholders in hostile corporate takeovers, the area where the interests of …

Employee Benefits For The Closely Held Business, Lisa C. Germano

William & Mary Annual Tax Conference

No abstract provided.

Executive Compensation In America: Optimal Contracting Or Extraction Of Rents?, Lucian A. Bebchuk, Jesse M. Fried, David I. Walker

Faculty Scholarship

This paper develops an account of the role and significance of rent extraction in executive compensation. Under the optimal contracting view of executive compensation, which has dominated academic research on the subject, pay arrangements are set by a board of directors that aims to maximize shareholder value by designing an optimal principal-agent contract. Under the alternative rent extraction view that we examine, the board does not operate at arm's length; rather, executives have power to influence their own compensation, and they use their power to extract rents. As a result, executives are paid more than is optimal for shareholders and, …

Representing The Failing Company Where The Irs Is "Knocking On The Door", Craig D. Bell, T. Keith Fogg, George C. Gretes, Nina E. Olson

William & Mary Annual Tax Conference

No abstract provided.

Why The Corporate Amt Should Be Retained, Reuven S. Avi-Yonah

Articles

The corporate AMT is under attack. Repeal has been proposed by the White House, endorsed by the ABA/AICPA/TEI tax simplification project, and included in the stimulus bill passed by the House of Representatives. Repeal is supported on two principal grounds: That the corporate AMT increases complexity, and that it is pro-cyclical.

Ultra Vires Lives! A Stakeholder Analysis Of Corporate Illegality (With Notes On How Corporate Law Could Reinforce International Law Norms), Kent Greenfield

Kent Greenfield

This paper argues that a remaining vestige of the ultra vires doctrine sets off illegal activities as "beyond the power" of corporations. Though largely unnoticed and unexamined until now, this part of the doctrine has been retained because none of the important corporate stakeholders has an interest in authorizing the corporation and its managers to commit illegal acts. From an ex ante perspective, the principal stakeholders in the corporate contract would want the corporation and its management to forego illegalities as a way to increase the value of the firm. Any of the stakeholders would be a potential victim of …

Minority Discounts And Control Premiums In Appraisal Proceedings, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

In a merger, a stockholder often has a statutory right of dissent and appraisal under which the stockholder may demand to be paid fair value exclusive of any gain or loss that may arise from the merger itself. Most courts and commentators agree that a dissenting stockholder should ordinarily receive a pro rata share of the fair value of the corporation without any discount simply because minority shares lack control. In several recent cases, the courts have indicated that a minority stockholder is thus entitled to a share of the control value of the corporation even though the merger does …

Exalting The Corporate Form Over Environmental Protection The Corporate Shell Game And The Enforcement Of Water Management Law In Florida, Mary Jane Angelo, Charles Lobdell, Tara Boonstra

UF Law Faculty Publications

Current laws in Florida afford substantial protection to the “people behind the corporations” (corporate principals) and generally do not allow environmental permitting agencies such as the water management districts to consider such people in their permitting or enforcement efforts. This article poses the question “Do existing corporate law principles of limited liability defeat the important public policy of water resource protection in Florida?” First, in Parts II and III, this article introduces the problem and provides an overview of Florida water management district permitting and enforcement authorities and processes. Next, in Part IV, this article explores the existing legal authorities …

Purpose With Profit: Governance, Enforcement, Capital-Raising And Capital-Locking In Low-Profit Limited Liability Companies, J. Haskell Murray, Edward I. Hwang

University of Miami Law Review

No abstract provided.

Tax Competition And E-Commerce, Reuven S. Avi-Yonah

Articles

In the last four years, there has been increasing concern by developed countries about the potential erosion of the corporate income tax base by "harmful tax competition" (in the European Union since 1997, in the OECD since 1998). However, the data on tax competition available to date present a mixed and somewhat puzzling picture. On the one hand, there is considerable evidence that effective corporate income tax rates in many countries have been declining, and that the worldwide effective tax rates on multinational enterprises (MNEs) have been going down as well. On the other hand, macroeconomic data from developed countries …

Judges, Prosecutors, Jurors, And Organized Labor: Four Perspectives Of Corporate Citizenship, Noel Beasley, Janine P. Geske, Valerie P. Hans, E. Michael Mccann, Frank Daily

Cornell Law Faculty Publications

Some people argue that the civil jury is in decline. They argue that it's not really so important to be focusing on jurors and jurors' views about corporate responsibility as it might have been in prior times. I want to raise some arguments in favor of the continuing importance of the civil jury. First of all, the cases that juries try may be very important cases in terms of the company and in terms of the role of the company vis-a-vis government regulation. Jurors are symbolic representatives of the public in the courtroom. Finding out what juries do when they …

E-Proxies For Sale? Corporate Vote-Buying In The Internet Age, Douglas R. Cole

Washington Law Review

Advances in electronic communications technology promise to invigorate shareholder voting as a viable tool for corporate governance, for example by decreasing the cost, and thereby increasing the frequency and effectiveness, of proxy fights. Increased use of shareholder voting, though, forces renewed focus on issues related to the shareholder voting process. One such issue is vote-buying. Traditionally, courts have treated vote-buying in the corporate context as per se illegal. More recently, however, courts have relaxed their attitude toward such transactions, a move generally applauded by commentators. This article argues that the newfound judicial acceptance of vote-buying is problematic, at least for …

Pitfalls In Partnership Law Reform: Some United States Experience, Donald J. Weidner

Scholarly Publications

No abstract provided.

Internet Business Model Patents: Obvious By Analogy, Margo A. Bagley

Michigan Telecommunications & Technology Law Review

This Article contends that part of the problem of Internet business model patents is the narrow view of analogous art employed by judges and USPTO examiners which largely excludes relevant "real-world" prior art in the determination of non-obviousness under § 103 of the Patent Act. Consequently, part of the solution lies in helping courts and the USPTO properly to define analogous art for a particular invention. To do so, judges and examiners must recognize the interchangeability of computer programming (i.e. "e-world" activities) to perform a function, with human or mechanical performance of the same function (i.e. "real world" activities). Such …

Legacy Of Lost Opportunity: Designated Entities And The Federal Communications Commission's Broadband Pcs Spectrum Auction, A, Mark W. Munson

Michigan Telecommunications & Technology Law Review

The Federal Communications Commission's ("FCC") designated entity policy has challenged the efficiency of the use of auctions to allocate spectrum licenses. As an alternative to comparative hearings and lotteries, auctions provide an effective solution to the costs, administrative burdens, and delays associated with apportioning spectrum. Congress required the FCC to allow firms to participate in the auctions even if they had difficulty in obtaining financing. The FCC gave these firms, known as "designated entities," set-asides and other preferences to assist them in the competitive bidding process. In the broadband Personal Communications Services ("PCS") auctions, however, designated entities frequently were unable …

Defining The Proper Scope Of Internet Patents: If We Don't Know Where We Want To Go, We're Unlikely To Get There, Vincent Chiappetta

Michigan Telecommunications & Technology Law Review

Part I of this Article addresses the appropriateness of protecting Internet innovations under the current patent regime. It concludes that the doctrinal, historical and policy arguments require different outcomes regarding computing (patentable subject matter) and competitive arts (at best a difficult fit) innovation. Part II argues that the new electronic economy has given rise to a particular kind of competitive arts "market failure" (interference with first-to-move lead-time incentives) which must be addressed. It concludes, however, that tinkering with the existing patent or copyright regimes is not only complex, but poses significant risks, and should be avoided. Part III sketches the …

Wells Fargo & Co. And Subsidiaries V. Commissioner: Rethinking The Deductibility Of Certain Pre-Merger Expenditures, Jeffery R. Atkin

Brigham Young University Journal of Public Law

No abstract provided.

Agenda: A Cartography Of Governance: Exploring The Province Of Environmental Ngos, University Of Colorado Boulder. School Of Law, University Of Colorado Boulder. Environmental Program, University Of Tulsa. National Energy-Environment Law & Policy Institute, University Of Colorado Boulder. United Government Of Graduate Students

A Cartography of Governance: Exploring the Province of Environmental NGOs (April 7-8)

Presented by: the Colorado Journal of International Environmental Law and Policy on April 7 & 8, 2001. Symposium director: Lakshman D. Guruswamy.

Co-sponsored by: University of Colorado School of Law, University of Colorado Environmental Program, University of Tulsa National Energy-Environment Law and Policy Institute, University of Colorado United Government of Graduate Students.

The papers and edited proceedings of the conference will be published in a special symposium issue of the Colorado Journal of International Environmental Law & Policy (CJIELP).

"The first objective of the Symposium was to understand and explore the growing importance of nongovernmental actors, and delineate the manner …

A Perspective On Ngos: Statement By Mr. Mohammad Kamal Yan Yahaya, Deputy Permanent Representative Of Malaysia To The United Nations, On Agenda Item 100: Globalization And Interdependence, Datuk Hamsy Bin Agam

A Cartography of Governance: Exploring the Province of Environmental NGOs (April 7-8)

3 pages.

Technology And Governance: The Cybersnake And The Digital Apple?, Bud Wonsiewicz

A Cartography of Governance: Exploring the Province of Environmental NGOs (April 7-8)

3 pages.

Globalization And The Nation State, Jayantha Dhanapala

A Cartography of Governance: Exploring the Province of Environmental NGOs (April 7-8)

15 pages.

The United Nations And Civil Society, Jayantha Dhanapala

A Cartography of Governance: Exploring the Province of Environmental NGOs (April 7-8)

7 pages.

Conversion And Mergers Of Disparate Business Entities, Robert C. Art

Washington Law Review

Legislation permitting a business organized in one form, such as a corporation, to merge with a business of a different form, such as a limited liability company, is relatively recent, but reasonable and beneficial. A logical extension of this legislation is to permit a single business entity to convert its organizational form without involving a second entity. Recognition of these cross-entity transactions flows naturally from the expansion of organizational options in recent years, particularly the introduction of limited liability companies and limited liability partnerships. Conversion and merger of disparate entities are already available in a few states, with varying degrees …

Don't Disintegrate Microsoft (Yet), Alan J. Meese

Faculty Publications

No abstract provided.

Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Berle And Means Reconsidered At The Century's Turn, William W. Bratton

All Faculty Scholarship

No abstract provided.

Capital Punishment: Corporate Criminal Liability For Gross Violations Of Human Rights, Diane Marie Amann

Scholarly Works

These remarks were presented on February 24, 2001, in a panel concluding a conference entitled "Holding Multinational Corporations Responsible Under International Law" at Hastings College of the Law, San Francisco, California.

Whither The Race? A Comment On The Effects Of The Delawarization Of Corporate Reorganizations, Robert K. Rasmussen, Randall S. Thomas

Vanderbilt Law Review

The war is over and Delaware has won. The "Delawarization" of bankruptcy law appears complete. The reorganization of a large, publicly held corporation under Chapter 11 of the Bankruptcy Code today will more likely take place in the Delaware Bankruptcy Court than in any other jurisdiction.' The bankruptcy judges and lawyers in Delaware are no doubt pleased with this state of affairs, while many of their counterparts in other jurisdictions look to Delaware with envy. While few question that Delaware is the preferred forum for public corporations seeking to reorganize, it remains hotly contested whether that is a good thing. …

3rd Annual Computer & Technology Law Institute, Office Of Continuing Legal Education At The University Of Kentucky College Of Law

Continuing Legal Education Materials

Materials from the 3rd Annual Computer & Technology Law Institute held by UK/CLE in March 2001.

The Corporate Defamation Plaintiff In The Era Of Slapps: Revisiting New York Times V. Sullivan, D. Mark Jackson

William & Mary Bill of Rights Journal

Corporations have increasingly used defamation suits as an offensive weapon. Many of these suits may be defined as SLAPP suits-Strategic Litigation Against Public Participation. These suits, often meritless, are designed to harass and silence a corporations' critics. Following a survey oft he history of defamation law and the protection of free speech, this Note argues that corporations should be treated as per se public figures in defamation suits. This derives from the uniquely public nature of a corporation and an assumption of the risk of defamatory falsehoods that arises from the act of incorporation.Treating corporations in this manner would place …