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Business Organizations Law

2015

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Full-Text Articles in Law

Creating A Stakeholder Democracy Under Existing Corporate Law, Justin Blount Dec 2015

Creating A Stakeholder Democracy Under Existing Corporate Law, Justin Blount

Faculty Publications

Much of the current debate in corporate governance is framed in terms of stakeholder versus shareholder forms of corporate governance. While one would find little debate that stakeholders’ interests are important to any business, there is substantial debate regarding whether any stakeholder besides shareholders should have a formal role in corporate governance. What has been largely ignored in this debate is the issue of private ordering: since corporate law is largely enabling rather than mandatory, can stakeholder governance structures be voluntarily created within the current shareholder-centric default corporate law structure? This article argues that this is clearly the case, sets …


Pricing Disintermediation: Crowdfunding And Online Auction Ipos, A. Christine Hurt Dec 2015

Pricing Disintermediation: Crowdfunding And Online Auction Ipos, A. Christine Hurt

Faculty Scholarship

No abstract provided.


Homeland Self Storage Management, Llc, Et Al., Various Discovery Motions, John J. Goger Dec 2015

Homeland Self Storage Management, Llc, Et Al., Various Discovery Motions, John J. Goger

Georgia Business Court Opinions

No abstract provided.


Corporate Law In The Shanghai People's Courts, 1992-2008: Judicial Autonomy In A Contemporary Authoritarian State, Nicholas Howson Dec 2015

Corporate Law In The Shanghai People's Courts, 1992-2008: Judicial Autonomy In A Contemporary Authoritarian State, Nicholas Howson

Nicholas Howson

In late 2005 China adopted a largely rewritten Company Law that radically increased the role of courts. This study, based on a review of more than 1000 Company Law-related disputes reported between 1992 and 2008 and extensive interactions with PRC officials and sitting judges, evaluates how the Shanghai People’s Court system has fared over 15 years in corporate law adjudication. Although the Shanghai People’s Courts show generally increasing technical competence and even intimations of political independence, their path toward institutional autonomy is inconsistent. Through 2006, the Shanghai Court system demonstrated significantly increased autonomy. After 2006 and enactment of the new …


When 'Good' Corporate Governance Makes 'Bad' (Financial) Firms: The Global Crisis And The Limits Of Private Law, Nicholas Howson Dec 2015

When 'Good' Corporate Governance Makes 'Bad' (Financial) Firms: The Global Crisis And The Limits Of Private Law, Nicholas Howson

Nicholas Howson

In the aftermath of the global financial crisis of 2008–2009, investors, analysts, legislators, and pundits have spotlighted “good” or “improved” corporate governance as a remedy for all that presently ails us. It is one remedy in a long wish list that includes tougher requirements for risk capital, liquidity, and leverage; compensation and bonus reform; reimposition ofthe Glass-Steagall-like separation of bank “utility” and “casino” functions; the downsizing or breakup of institutions deemed “too big to fail;” enhanced consumer protection; securities law liability for secondary violators (like credit rating agencies); direct taxation of proprietary trading; “macroprudential” regulation; and new transparency requirements for …


On Public Versus Private Provision Of Corporate Law, Gillian Hadfield, Eric Talley Dec 2015

On Public Versus Private Provision Of Corporate Law, Gillian Hadfield, Eric Talley

Gillian K Hadfield

Law in modern market societies serves both democratic and economic functions. In its economic function, law is a service, a means of enhancing the value of transactions and organizations. Yet modern market economies continue to rely on the state, rather than the market, to provide this service. This paper investigates whether private provision of law may be superior to public provision. We look in particular at corporate law, where there is a substantial literature exploring the efficiency implications of "regulatory competition" and compare this competition with market competition between private providers. Drawing from the well-known framework of spatial models of …


Indian National Bar Association (Inba) Celebrates 66th National Law Day, Amit Kumar Dec 2015

Indian National Bar Association (Inba) Celebrates 66th National Law Day, Amit Kumar

Amit Kumar

26th Nov 2015, New Delhi: A groundbreaking International conference on Law & Policy issues of more than 400 prominent thought Members of Parliament from India and United Kingdom, leaders, CEO's, heads of legal department, researchers, advocates, practitioners and policymakers from at least 08 countries gathered in New Delhi on 26th November 2015, energizing a global movement working to advance policy issues around the globe. Held November 26, the “International Conference on Law and Policy Issues” to commemorate the 66th National Law Day marked its hosting in India as the biggest conference of the year hosted by Indian National Bar Association. …


Rethinking Chutes: Incentives, Investment, And Innovation, Simone M. Sepe, Charles K. Whitehead Dec 2015

Rethinking Chutes: Incentives, Investment, And Innovation, Simone M. Sepe, Charles K. Whitehead

Cornell Law Faculty Publications

Eighty-two percent of public firms have golden parachutes (or “chutes”) under which CEOs and senior officers may be paid tens of millions of dollars upon their employer’s change in control. What justifies such extraordinary payouts?

Much of the conventional analysis views chutes as excessive compensation granted by captured boards, focusing on the payouts that occur following a takeover. Those explanations, if they ever were complete, miss the mark today. This Article demonstrates, theoretically and empirically, that chutes are less relevant to a firm during a takeover than they are before a takeover, particularly in relation to firms that invest in …


Business Associations, Crystal J. Clark Dec 2015

Business Associations, Crystal J. Clark

Mercer Law Review

This Article surveys notable cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2014 and May 31, 2015 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.


The New Road To Serfdom: The Curse Of Bigness And The Failure Of Antitrust, Carl T. Bogus Dec 2015

The New Road To Serfdom: The Curse Of Bigness And The Failure Of Antitrust, Carl T. Bogus

University of Michigan Journal of Law Reform

This Article argues for a paradigm shift in modern antitrust policy. Rather than being concerned exclusively with consumer welfare, antitrust law should also be concerned with consolidated corporate power. Regulators and courts should consider the social and political, as well as the economic, consequences of corporate mergers. The vision that antitrust must be a key tool for limiting consolidated corporate power has a venerable legacy, extending back to the origins of antitrust law in early seventeenth century England, running throughout American history, and influencing the enactment of U.S. antitrust laws. However, the Chicago School’s view that antitrust law should be …


Political Uncertainty And The Market For Ipos, Jay B. Kesten, Murat C. Mungan Dec 2015

Political Uncertainty And The Market For Ipos, Jay B. Kesten, Murat C. Mungan

Faculty Scholarship

This Article presents a simple theory and model of the effects of political uncertainty on the market for IPOs. Our model generates four central predictions: (i) increased political uncertainty reduces the frequency of IPOs; (ii) firms that choose to conduct an IPO during periods of political uncertainty are, on average, of higher quality and generate greater return on investment in the secondary market; (iii) political uncertainty increases the cost of capital for IPO firms; but (iv) underpricing is less pronounced during periods of heightened political uncertainty. We demonstrate that each of these predictions is consistent with available empirical evidence.

Our …


An "Officer" And A G[Old]Man: The Third Circuit Finds Ambiguous Corporate Titles Jeopardize Right To Advancement Under Delaware Law In Aleynikov V. Goldman Sachs Group, Inc., Carina M. Meleca Dec 2015

An "Officer" And A G[Old]Man: The Third Circuit Finds Ambiguous Corporate Titles Jeopardize Right To Advancement Under Delaware Law In Aleynikov V. Goldman Sachs Group, Inc., Carina M. Meleca

Villanova Law Review

No abstract provided.


The Social Relations Of Consumption: Corporate Law And The Meaning Of Consumer Culture, David G. Yosifon Nov 2015

The Social Relations Of Consumption: Corporate Law And The Meaning Of Consumer Culture, David G. Yosifon

BYU Law Review

A mature assessment of the society we are making for ourselves, and the legacy we are leaving to the future, must come to terms with consumer culture. Theoretical discourse, as well as common experience, betray persistent ambiguity about what consumerism means to and says about us. In this Article, I argue that this ambiguity can in part be explained by examining the social relations of consumption in contemporary society. These involve, crucially, the relationship between producer and consumer that is dictated by corporate governance law, and embodied in the decision-making dynamics of the directors who command corporate operations. The enigmatic …


Alternative Entities And Fiduciary Duty Waivers In Delaware, Michael Despres Nov 2015

Alternative Entities And Fiduciary Duty Waivers In Delaware, Michael Despres

BYU Law Review

No abstract provided.


Newsroom: Practicing Law With Amazon.Com, Roger Williams University School Of Law Nov 2015

Newsroom: Practicing Law With Amazon.Com, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.


The Three Causes Of Inversions: Reflections On Pfizer/Allergan And Notice 2015-79, Reuven S. Avi-Yonah Nov 2015

The Three Causes Of Inversions: Reflections On Pfizer/Allergan And Notice 2015-79, Reuven S. Avi-Yonah

Law & Economics Working Papers

On November 19, 2015, Treasury released Notice 2015-79 (the “Notice”). The Notice represents Treasury’s most recent response to the second wave of inversions, i.e., transactions in which US corporations become subsidiaries of foreign corporations without a meaningful change in their underlying business or in the location of their corporate headquarters. It follows on the heels of the announcement that Pfizer Inc. is considering a merger with Allergan PLC, an inverted Irish company, and supplements Notice 2014-52 from September 2014. Unfortunately, just like Notice 2014-52, the Notice is unlikely to stem the tide, and is even unlikely to stop Pfizer/Allergan. For …


Succession And Estate Planning For The Small Business And Owner, Samuel Donaldson Nov 2015

Succession And Estate Planning For The Small Business And Owner, Samuel Donaldson

Samuel A. Donaldson

No abstract provided.


The Estate Planner's Guide To S Corporations, Samuel Donaldson Nov 2015

The Estate Planner's Guide To S Corporations, Samuel Donaldson

Samuel A. Donaldson

No abstract provided.


Super-Recognition And The Return-To-Sender Exception: The Federal Income Tax Problems Of Liquidating The Family Limited Partnership, Samuel Donaldson Nov 2015

Super-Recognition And The Return-To-Sender Exception: The Federal Income Tax Problems Of Liquidating The Family Limited Partnership, Samuel Donaldson

Samuel A. Donaldson

This article discusses three income tax rules that can cause partners to recognize gain for federal income tax purposes upon the liquidation of a family limited partnership: §§ 704(c)(1)(B), 731(c), and 737. From a policy perspective, the application of these rules to traditional family limited partnerships creates two problems. These problems are illustrated through the use of a hypothetical case study. The first problem (which arises where the partnership holds loss property) is that of super-recognition, where a partner recognizes more gain from the liquidation than he or she would recognize upon a sale of his or her partnership interest. …


Liquidation Of The Family Partnership: The Taming Of The Shrewd, Samuel Donaldson Nov 2015

Liquidation Of The Family Partnership: The Taming Of The Shrewd, Samuel Donaldson

Samuel A. Donaldson

Family partnerships and family limited liability companies are typically formed for reasons of efficiency, succession, and valuation. But all good things come to an end. Owners of a family partnership opt for liquidation in a variety of situations, usually following the death of the founding owner(s). Although most practitioners recall that the liquidation of a partnership is not a taxable event, few remember that as many as three Code provisions can come into play upon the liquidation of a family partnership. This article reviews those potential income tax traps and uses two examples to illustrate their coordination and application in …


Income Tax Aspects Of Family Limited Partnerships, Samuel Donaldson Nov 2015

Income Tax Aspects Of Family Limited Partnerships, Samuel Donaldson

Samuel A. Donaldson

No abstract provided.


Determining Treaty Eligibility For Hybrid Entities And Their Owners, Philip Postlewaite, Samuel Donaldson, Allison Christians Nov 2015

Determining Treaty Eligibility For Hybrid Entities And Their Owners, Philip Postlewaite, Samuel Donaldson, Allison Christians

Samuel A. Donaldson

No abstract provided.


Locked In: The Competitive Disadvantage Of Citizen Shareholders, Anne M. Tucker Nov 2015

Locked In: The Competitive Disadvantage Of Citizen Shareholders, Anne M. Tucker

Anne Tucker

In this Essay, I challenge the conventional corporate law wisdom that unhappy mutual fund investors paying high fees don’t need litigation or regulation to protect their interests because they should simply exit a fund and reinvest elsewhere. The exit solution, advanced by Professors John Morley and Quinn Curtis in Taking Exit Rights Seriously provided an elegantly simply solution to the problem of unhappy indirect investors (e.g., mutual fund investors) given that they are often low-dollar, low-incentive, rationally-apathetic investors facing enormous information asymmetries and collective action problems. According to their view, competition produced by exit, or the threat of exit, is …


Foreign Corrupt Practices Act: Pleading Parent­Subsidiary Liability, Alexander Avery Nov 2015

Foreign Corrupt Practices Act: Pleading Parent­Subsidiary Liability, Alexander Avery

Journal of the National Association of Administrative Law Judiciary

No abstract provided.


Contributor, Cassady V. Brewer Nov 2015

Contributor, Cassady V. Brewer

Cassady V. Brewer

No abstract provided.


Seven Ways To Strengthen And Improve The L3c, Cassady Brewer Nov 2015

Seven Ways To Strengthen And Improve The L3c, Cassady Brewer

Cassady V. Brewer

The raison d’être for the low-profit limited liability company (“L3C”) is to encourage program-related investments (“PRIs”) by private foundations. PRIs are special types of investments that can be both charitable and profitable. PRIs have been embraced by knowledgeable scholars, practitioners, foundation managers, and even the U.S. Treasury Department. Further, the L3C and PRIs are associated with the growing “social enterprise” movement. The L3C thus would seem to be in the right place at the right time and should have the full support of the charitable sector, practitioners, and lawmakers.

Yet, after a fast start, adoption of L3C legislation across the …


Nonprofit And Charitable Uses Of Llcs, Cassady Brewer Nov 2015

Nonprofit And Charitable Uses Of Llcs, Cassady Brewer

Cassady V. Brewer

The overwhelming first choice in new, for-profit business entity formations is the limited liability company (“LLC”). Less well known, however, is the increasing use of LLCs for nonprofit and charitable endeavors. Accordingly, this chapter explores in four parts the emerging use of LLCs for nonprofit and charitable purposes, including the use of LLCs in hybrid for-profit/nonprofit arrangements. Part 2 provides necessary background information on the nonprofit and charitable sector. Part 3 surveys the relatively common use of LLCs as nonprofit subsidiaries or affiliates. Part 4 examines how LLCs are used to facilitate certain charitable or quasi-charitable activities, including program-related investments …


Do Pending Treasury Studies Affect Your Organization?, Cassady Brewer Nov 2015

Do Pending Treasury Studies Affect Your Organization?, Cassady Brewer

Cassady V. Brewer

No abstract provided.


Summary Of Recent Amendments To Business Corporation Code, Limited Partnership Act, And Limited Liability Company Act With Respect To Entity Conversions, Cassady W. Brewer Nov 2015

Summary Of Recent Amendments To Business Corporation Code, Limited Partnership Act, And Limited Liability Company Act With Respect To Entity Conversions, Cassady W. Brewer

Cassady V. Brewer

No abstract provided.


Applying Asc 740-10 To Reporting By Tax-Exempt Organizations - Part 2, Cassady Brewer, Marc Azar, Katherine Morris Nov 2015

Applying Asc 740-10 To Reporting By Tax-Exempt Organizations - Part 2, Cassady Brewer, Marc Azar, Katherine Morris

Cassady V. Brewer

No abstract provided.