Law Commons^™

Of Breaches Of The Peace, Home Invasions, And Securities Fraud, A. Christine Hurt

Faculty Scholarship

No abstract provided.

Section 965: A Traditional Corporate Tax Policy, Jessica C. Kornberg

Brigham Young University International Law & Management Review

No abstract provided.

Notes Toward A Theory Of The Executive Class, David A. Westbrook

Buffalo Law Review

No abstract provided.

Counterintuitive Thoughts On Legal Scholarship And Secured Transactions, Heather Hughes

Buffalo Law Review

No abstract provided.

The Japanization Of American Corporate Governance? Evidence Of The Never-Ending History For Corporate Law, Dan W. Puchniak

Research Collection Yong Pung How School Of Law

The debate over corporate governance convergence has been heated for years and has created a cottage industry of experts. It is premised on the false assumption that American corporate governance has reached the end of its evolution by adopting a shareholder primacy and dispersed shareholding governance model. This article demonstrates that American corporate governance continues to evolve and that as such the convergence debate is fundamentally flawed and not worth fixing. The point of this article is simple: there is no endpoint corporate governance model. There is no optimally efficient American model. There is no optimally efficient Japanese model. To …

Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii, J. Haskell Murray

Mercer Law Review

This Article surveys noteworthy cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided during the survey period by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. This Article also summarizes enactments at the 2007 Session of the Georgia General Assembly to the Official Code of Georgia Annotated ("O.C.G.A.") with respect to banking, finance, commerce, corporation, partnership, and associations laws.

Selected Energy Tax Credit Provisions In The Internal Revenue Code

William & Mary Annual Tax Conference

No abstract provided.

Client Alert- Irs Issues Safe Harbor Guidance For Partnership Flip Structures In Wind Deals

William & Mary Annual Tax Conference

No abstract provided.

Primer On Energy Tax Credits, Laura Ellen Jones

William & Mary Annual Tax Conference

No abstract provided.

Tax Planning For The Philanthropically Minded Business Owner, C. Wells Hall Iii

William & Mary Annual Tax Conference

No abstract provided.

Private Regulation Of Insider Trading In The Shadow Of Lax Public Enforcement (And A Strong Neighbor): Evidence From Canadian Firms, Anita I. Anand, Laura N. Beny

Law & Economics Working Papers Archive: 2003-2009

Few studies have examined firms’ voluntary self-regulation of insider trading. In this article, we investigate the characteristics of Canadian firms that voluntarily adopt policies restricting trading by their insiders when they are already subject to insider trading laws. We hypothesize that certain firm-specific characteristics -- such as larger size, higher market-to-book ratio, greater firm-specific uncertainty, the presence of controlling shareholders, and cross-listing into the United States where insider trading laws are more vigorously enforced -- are positively related to a firm's propensity to adopt an insider trading policy (ITP), because insider trading is likely to be more costly for firms …

Do Juries Add Value? Evidence From An Empirical Study Of Jury Trial Waiver Clauses In Large Corporate Contracts, Theodore Eisenberg, Geoffrey P. Miller

Cornell Law Faculty Publications

We study jury trial waivers in a data set of 2,816 contracts contained as exhibits in Form 8-K filings by reporting corporations during 2002. Because these contracts are associated with events deemed material to the financial condition of SEC-reporting firms, they likely are carefully negotiated by sophisticated, well-informed parties and thus provide presumptive evidence about the value associated with the availability of jury trials. A minority of contracts, about 20 percent, waived jury trials. An additional 9 percent of contracts had arbitration clauses that effectively preclude jury trials though the reason for arbitration clauses need not specifically relate to juries. …

The Short And Puzzling Life Of The “Implicit Minority Discount” In Delaware Appraisal Law, Lawrence A. Hamermesh, Michael L. Wachter

All Faculty Scholarship

The “implicit minority discount,” or IMD, is a fairly new concept in Delaware appraisal law. A review of the case law discussing the concept, however, reveals that it has emerged haphazardly and has not been fully tested against principles that are generally accepted in the financial community. While control share blocks are valued at a premium because of the particular rights and opportunities associated with control, these are elements of value that cannot fairly be viewed as belonging either to the corporation or its shareholders. In corporations with widely dispersed share holdings, the firm is subject to agency costs that …

A New Era For Corporate Law: Using Corporate Governance Law To Benefit All Stakeholders, Kent Greenfield

Kent Greenfield

No abstract provided.

Retail Investor Remedies Under Rule 10b-5, Jennifer O'Hare

Working Paper Series

This paper assesses the private remedies available under Rule 10b-5 to retail investors who have been defrauded by false corporate disclosures. After comparing the treatment received by retail investors to the treatment received by institutional investors, I identify several areas in which the federal securities laws disfavor retail investors who have been defrauded by false corporate disclosures, including the creation of a two-tiered system of investor remedies for securities fraud. Institutional investors are permitted to pick and choose which law and forum offers them the most attractive chance for recovery, but retail investors typically do not have this opportunity. They …

Shareholder Litigation: The Accidental Elegance Of Aronson V. Lewis, David A. Skeel Jr.

All Faculty Scholarship

Unlike many key corporate law decisions, the 1984 Delaware Supreme Court decision in Aronson v. Lewis was not heralded by stories in the Wall Street Journal and New York Times, nor in any other newspaper of note. Even now, few people other than corporate law experts are likely to recognize the name. Yet Aronson plays a pivotal role in many corporate law decisions that do get a lot more attention. Aronson established the parameters for filing derivative litigation against the directors of a corporation (or a third party, but derivative suits against third parties are now rare). A shareholder …

Container Port Security: A Layered Defense Strategy To Protect The Homeland And The International Supply Chain, Wendy J. Keefer

Campbell Law Review

This article describes the currently perceived threats of terrorist attacks on port facilities, focuses on several container-specific legal developments aimed at protecting United States ports from terrorist threats, and briefly contemplates the role of technology and the government's current layered approach to port security and protection of the international supply chain involving container shipments. Consideration is given to the ultimate goal-protecting port facilities and communities from violent terrorist attacks without creating economically dangerous inefficiency or unnecessary costs.

Discouraging Forum Shopping By Properly Implementing The Entity Theory Of Partnerships, John T. Stinson

John T Stinson Jr.

This note analyzes a decision by the Court of Appeals of Maryland wherein the court properly applied the "entity theory" of partnership advanced by contemporary uniform partnership acts. This theory keeps the partnership viable as a business form because it creates a limited existence for the entity itself, apart from its constituent members. As applied to issues of jurisdiction, the entity theory means that a partnership is no longer subject to suit in any forum where a constituent member is subject to suit. This provides greater protection to partnerships from being haled into fora distant from their centers of operation. …

Unfulfilled Expectations: An Empirical Analysis Of Why Sarbanes-Oxley Whistleblowers Rarely Win, Richard E. Moberly

William & Mary Law Review

Scholars praise the whistleblower protections of the Sarbanes- Oxley Act of 2002 as one of the most protective anti-retaliation provisions in the world. Yet, during its first three years, only 3.6% of Sarbanes-Oxley whistleblowers won relief through the initial administrative process that adjudicates such claims, and only 6.5% of whistleblowers won appeals through the process. This Article reports the results of an empirical study of all Department of Labor Sarbanes-Oxley determinations during this time, consisting of over 700 separate decisions from administrative investigations and hearings. The results of this detailed analysis demonstrate that administrative decision makers strictly construed, and in …

State-Corporate Crime And The Paducah Gaseous Diffusion Plant, Alan S. Bruce, Paul J. Becker

Sociology, Anthropology, and Social Work Faculty Publications

While criminologists have for some time examined state and corporate crime as separate entities, the concept of state-corporate crime highlighting joint government and private corporate action causing criminal harm is a recent area of study with relatively few published case studies (Matthews and Kauzlarich, 2000). This paper focuses on state-corporate crime at the Paducah Gaseous Diffusion Plant (PGDP) in Paducah, Kentucky, and contributes to the study of state-corporate crime in three ways: (1) it adds a new case study to a field in which there are few published accounts, (2) it assesses the utility of Kauzlarich and Kramer’s (1998) integrated …

Bankruptcy Fire Sales, Lynn M. Lopucki, Joseph W. Doherty

Michigan Law Review

For more than two decades, scholars working from an economic perspective have criticized the bankruptcy reorganization process and sought to replace it with market mechanisms. In 2002, Professors Douglas G. Baird and Robert K. Rasmussen asserted in The End of Bankruptcy that improvements in the market for large public companies had rendered reorganization obsolete. Going concern value could be captured through sale. This Article reports the results of an empirical study comparing the recoveries in bankruptcy sales of large public companies in the period 2000 through 2004 with the recoveries in bankruptcy reorganizations during the same period. Controlling for company …

Enforcing Corporate Fiduciary Duties In Bankruptcy, Kelli A. Alces

Scholarly Publications

No abstract provided.

A Prescription To Retire The Rhetoric Of "Principles-Based Systems" In Corporate Law, Securities Regulation, And Accounting, Lawrence A. Cunningham

Vanderbilt Law Review

This Article corrects widespread misconception about whether complex regulatory systems can be described fairly as either "rules-based" or "principles-based" (also called "standards-based'). Promiscuous use of these labels has proliferated in the years since the implosion of Enron Corp. Users show an increasing habit of celebrating systems dubbed principles-based and scorning those called rules-based. While the concepts of rules and principles (or standards) are useful to classify individual provisions, they are not scalable to the level of complex regulatory systems. The Article uses examples from corporate law, securities regulation, and accounting to illustrate this problematic phenomenon. To describe or design systems …

It-Apas: Harmonizing Inconsistent Transfer Pricing Rules In Income Tax - Customs - Vat, Richard Thompson Ainsworth

Faculty Scholarship

In most jurisdictions there are three separate spheres of transfer pricing analysis - income tax, customs and VAT. Although they share policy objectives, terminology and frequently borrowing methodologies from one another these domestic transfer pricing systems are not in harmony.

Businesses find this lack of harmony costly, problematical, but also a planning opportunity. The door is open for arbitrage.

What if the transfer pricing rules within a jurisdiction were harmonized? The World Customs Organization (WCO) and the Organization of Economic Cooperation and Development (OECD) are considering this question.

This paper synthesizes the range of transfer pricing regimes currently in use, …

Uk Car-Flipping: The Vat Fraud Market-Place And Certified Solutions, Richard Thompson Ainsworth

Faculty Scholarship

Missing Trader Intra-Community (MTIC) fraud and its offspring carousel fraud and contra trading fraud are siphoning huge amounts of VAT revenue from the UK Treasury. This fraud is not a function of the goods involved. It is a function of the market-place. Recently another type of market-place dependent VAT fraud has taken hold in the UK - car-flipping.

In some instances the market-place where these frauds festers is a pre-existing or natural market-place, one that grows out of legitimate commercial practices. Fraudsters enter this market-place (so the argument goes) and take advantage of legitimate businesses who unwittingly get caught up …

Summary Of Nanopierce Tech. V. Depository Trust, 123 Nev. Adv. Op. No. 38, Jamie Zimmerman

Nevada Supreme Court Summaries

Appeal from a district court order dismissing a securities fraud action.

The Impact Of Sarbanes Oxley Act 2002 On Small Firms, Elina Grinberg

Honors College Theses

In reaction to major corporate scandals that rocked the corporate world in 2001 and 2002, Congress passed financial reporting reforms encompassed in the Sarbanes Oxley Act of 2002 (SOX) on July 30, 2002. Shareholder/investor interests needed to be protected, and investor confidence in the public markets needed to be restored. Although the passage of Sarbanes Oxley has restored investor confidence in financial reporting, the high costs associated with SOX compliance has financially strained most small public companies and caused many of them to go into the private sector.

All In The Family As A Single Shareholder Of An S Corporation, Douglas A. Kahn, Jeffrey H. Kahn, Terrence G. Perris

Articles

Subject to a few exceptions, a corporation that has elected to be taxed under subchapter S of chapter 1 of subtitle A of title 26 of the United States tax code is not taxed on its net income. Instead, the income, deductions, credits, and other tax items of an S corporation pass through to its shareholders on a pro rata basis. To qualify for subchapter S treatment, an electing corporation must satisfy the requirements that are set forth in section 1361, one of which is that the corporation can have no more than 100 shareholders. One aspect of that requirement …

Legal Position Of Directors In India, Ved Prakash

VED PRAKASH

After opening of India as an Investment destination, more and more corporate houses are making investment in India. Major concern of directors’ liability has been an issue and has potential impact on the willingness of qualified persons to serve as corporate directors. Excessive directors’ liability may cause corporate boards to spend significant amounts of time on averting liability, thereby reducing innovation and adversely affecting competitiveness.

La Cesión De Derechos En El Código Civil Peruano, Edward Ivan Cueva

Edward Ivan Cueva

La Cesión de Derechos en el Código Civil Peruano