Law Commons^™

Shareholder Oppression In Close Corporations: The Unanswered Question Of Perspective, Douglas K. Moll

Vanderbilt Law Review

The doctrine of shareholder oppression protects the close corporation minority stockholder from the improper exercise of majority control.! Nevertheless, when a close corporation minority shareholder asserts that the majority shareholder has acted "oppressively" towards him, the minority's chance of success may very well depend on the perspective from which shareholder oppression is viewed. Consider the following two decisions:

In Priebe v. O'Malley, the controlling shareholders of a close corporation terminated the employment of Myron Priebe, a minority shareholder, for "unsatisfactory" work performance.! Priebe sued, asserting that the termination amounted to oppressive conduct! The trial court noted that "Priebe was not …

The Necessity Of (And The Threat Posed By) Consumer Financial Education For The New Financial Conglomerates, James A. Fanto

Faculty Scholarship

No abstract provided.

The Determinants Of Shareholder Voting On Stock Option Plans, Randall S. Thomas, Kenneth J. Martin

Vanderbilt Law School Faculty Publications

Over the past decade, executive compensation has become a controversial topic. Increasingly, corporate boards of directors are confronted by angry shareholder groups over the size and composition of executive pay packages. One of the most important focal points for these tensions arises when shareholders are asked by the board to approve the creation of new stock option plans, or the amendment of existing plans. This article seeks to identify the factors that lead shareholders to support or oppose stock option plans. We examine the justifications for the widespread use of stock options and identify several benefits from stock option plans …

Choice Of Small Business Tax Entity, John W. Lee

Faculty Publications

This article summarizes parts of Lee’s forthcoming article “A Populist Political Perspective of the Business Tax Entities Universe: Hey the Stars Might Lie But the Numbers Never Do,” 78 Texas L. Rev. 885 (2000). Conventional wisdom, says Lee, holds that the LLC, due to its limited liability and hassle-free single level of taxation, will supplant C and S corporations as the choice of entity for new businesses. In fact, in most jurisdictions corporate formations outnumber LLC formations 2:1 or more, and IRS Statistics of Income (SOI) projects that the S corporation will be the fastest growing tax entity for 2000 …

March 3, 2000, Cao, Summary Of Responses To Draft Cao Operational Guidelines, V.2., Cao

CAO General 1999-Present

No abstract provided.

Disneyworld Is Not Enough, Kenneth Anderson

Book Reviews

Review of The Mouse That Roared: Disney and the end of innocence, by Henry A. Giroux. Rowman and Littlefield, 12 Hid's Copse Road, Cumnor Hill, Oxford This essay reviews a book of cultural criticism directed against what the author, Henry Giroux, regards as the corporate manipulation of culture, particularly the culture of children, by corporate interests, particularly the Disney company. The review argues that, contrary to Giroux's argument, Disney and such corporations relentlessly press the message of American left-liberal politically correct piety.

The Easy Case For Derivatives Use: Advocating A Corporate Fiduciary Duty To Use Derivatives, Edward S. Adams, David E. Runkle

William & Mary Law Review

No abstract provided.

Feb. 2000, Cao-Comments On The Operational Guidelines For The Office Of The Compliance Advisor Ombudsman, Marcos A. Orellana Cruz

CAO General 1999-Present

No abstract provided.

The Modest Business Judgment Rule, Lyman P.Q. Johnson

Scholarly Articles

This article argues that Delaware mis-formulates and mis-uses the business judgment rule. Properly understood, the business judgment rule's function in corporate law is quite modest. It is a narrowly-drawn judicial policy of nonreview which, in duty of care cases, shields the merits of board decisions from judicial scrutiny. The article contends that the business judgment rule, therefore, should be de-emphasized as an analytical construct in the law of director fiduciary duties and should be sharply differentiated from the broader-gauged duty of due care. Doing so will pave the way for Delaware courts to rethink the importance of articulating a robust, …

Should State Corporate Law Define Successor Liability - The Demise Of Cercla's Federal Common Law, Bradford Mank

Faculty Articles and Other Publications

During the 1980s and early 1990s, a series of decisions broadly interpreting the liability provisions of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCIA) appeared destined to transform corporate law practice. CERCIA does not directly address successor liability, but the statute's complex and contradictory legislative history arguably implies that Congress wanted federal courts to apply broad liability principles to achieve the statute's fundamental remedial goal of making polluters and their successors pay for cleaning up hazardous substances.

Notably, a number of courts rejected state corporate law principles that usually limit the liability of successor corporations and instead …

New Game Plan Or Business As Usual? A Critique Of The Team Production Model Of Corporate Law, David K. Millon

Scholarly Articles

None available.

Biotechnology: Business Organization Issues, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.

Corporate Governance In The Former Soviet Union: The Failure Of The Self-Enforcing Model, J. Robert Brown Jr., Kostyantyn Shkurupiy

Sturm College of Law: Faculty Scholarship

With the fall of the Soviet Union, a number of newly independent countries emerged, many of them attempting to put in place market based institutions and legal regimes. A number of corporate scholars from the United States participated in the development of these legal regimes. In the area of corporate law, problems arose from poor draftsmanship, lack of adequate expertise and institutions, poorly functioning courts, the problem of hold over directors from the Soviet period, and corruption. As a result of these and other factors, traditional corporate statutes of the type used in most developed countries did not work effectively. …

Building The Basic Course Around Intra-Firm Relations, Kimberly D. Krawiec

Faculty Scholarship

No abstract provided.

Multiple Directorships: The Fiduciary Duties And Conflicts Of Interest That Arise When One Individual Serves More Than One Corporation, 33 J. Marshall L. Rev. 561 (2000), John K. Wells

UIC Law Review

No abstract provided.

The Electronic Self-Help Provisions Of Ucita: A Virtual Repo Man?, 33 J. Marshall L. Rev. 663 (2000), Craig Dolly

UIC Law Review

No abstract provided.

Competition Laws Of The European Union In The Face Of The New Single Currency Market, 33 J. Marshall L. Rev. 715 (2000), Rebecca Schoenfeldt

UIC Law Review

No abstract provided.

Retaliatory Discharge For Attorney-Employees In Private Practice: To Do, Or Not To Do, The Right Thing, 33 J. Marshall L. Rev. 383 (2000), Terri Martin Kirik

UIC Law Review

No abstract provided.

Bitch V. Whore: The Current Trend To Define The Requirements Of An Actionable Hostile Environment Claim In Verbal Sexual Harassment Cases, 33 J. Marshall L. Rev. 465 (2000), Jamie Lynn Cook

UIC Law Review

No abstract provided.

Piercing The Corporate Veil To Recover Pension Payments: It's Time To Address The Issue, 33 J. Marshall L. Rev. 497 (2000), Nella Disanto

UIC Law Review

No abstract provided.

Transnational Competition Law Aspects Of Mergers And Acquisitions, William M. Hannay

Northwestern Journal of International Law & Business

As more and more U.S. companies engage in overseas operations, even the most routine merger or acquisition seems to have a transnational component which requires analysis and perhaps premerger notification under an increasing number of foreign "competition laws" (or what we call antitrust laws). An understanding of those competition rules has become an imperative for American lawyers.

The Treatment Of Global Mergers: An Australian Perspective, S.G. Corones

Northwestern Journal of International Law & Business

The purpose of this article is to examine some recent global mergers from an Australian perspective. The article begins by considering the administrative tribunal and Court structure in Australia, as well as the procedural, substantive. and remedial aspects of Australian laws regulating global mergers. It then considers the Merger Guidelines and their focus on the unilateral and co-ordinated post-merger effects that are likely to occur. The article examines a number of recent global mergers. including Coopers & Lybrand/Price Waterhouse, BAT/Rothmans, Pepsi Co/Smith's Snack Foods and Coca-Cola/Cadbury Schweppes, as well as their assessment by the ACCC. Finally, it considers some of …

Development Of North Korea's Legal Regime Governing Foreign Business Cooperation: A Revisit Under The New Socialist Constitution Of 1998 , Eric Yong-Joong Lee

Northwestern Journal of International Law & Business

A primary purpose of this article is to examine the formation of North Korea's legal regime governing foreign business cooperation and its evolution in the post-Kim Il Sung era. Since initiating its open-door policy in the early 1990s, North Korea has developed the legal framework for external economic cooperation. The Law of the Democratic People's Republic of Korea ("DPRK") on Foreign Investment of 1992 and its 1999 revision has especially represented North Korea's legal and policy direction towards inducing foreign capital investment, as well as establishing a legal basis for the following laws and regulations in this field. The main …

Limited Liability Companies In Kentucky, Second Edition, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, Scott W. Dolson, John S. Egan, Charles Fassler, Glenn D. Gunnels, C. Bradford Harris, Charles R. Keeton, Charles J. (Chaz) Lavelle, Alan K. Macdonald, Debbie R. Reiss, Thomas E. Rutledge, James C. Seiffert, William G. Strench

Continuing Legal Education Materials

The Kentucky Limited Liability Company Act, KRS Chapter 275, went into effect July 15, 1994, allowing Kentuckians to conduct business under the LLC form. With over 10,000 LLCs formed in the Commonwealth since the Act's inception, this flexible business entity has become the most popular way to conduct business in Kentucky.

The LLC has become so pervasive that business law practitioners, accountants, tax advisors and estate planners must all be well-versed in the myriad of issues and creative applications that accompany this business entity. With flexible tax-treatment and the liability protection of a traditional corporation this entity is utilized not …

Human Rights And Corporate Responsibility, 8 Tulsa. J. Comp. & Int'l L. 1 (2000), Mark E. Wojcik

UIC Law Open Access Faculty Scholarship

No abstract provided.

Corporate Transparency And Human Rights, 8 Tulsa. J. Comp. & Int'l L. 15 (2000), William B.T. Mock

UIC Law Open Access Faculty Scholarship

No abstract provided.

Bankruptcy Reorganization: Legal Dynamics Associated With Economic Discontinuity, Young Rock Noh

LLM Theses and Essays

This thesis attempts to discover the factors leading to such failures and to propose a cure. It argues that the basic structure of Chapter 11 of the Code, the debtor in possession structure, is one of the essential factors causing such a high rate of failure. The thesis further asserts that it is possible to reduce the rate of unsuccessful reorganization if the bankruptcy court exercises its power of case management more actively and expeditiously. For example, the court can screen the debtors' filing for relief before the reorganization case proceeds too far. Chapter II of this thesis examines the …

The Promise And Perils Of Strategic Publication To Create Prior Art: A Response To Professor Parchomovsky, Rebecca S. Eisenberg

Articles

In a provocative recent article in the Michigan Law Review, Professor Gideon Parchomovsky observes that a firm racing with a competitor to make a patentable invention might find it strategically advantageous to publish interim research results rather than risk losing a patent race. This strategy exploits legal rules limiting patent protection to technological advances that are new and "nonobvious" in light of the "prior art" or preexisting knowledge in the field. By publishing research results, a firm adds to the prior art and thereby limits what may be patented in the future. Parchomovsky posits that, before it is able to …

Corporate Governance Lessons From Russian Enterprise Fiascos, Merritt B. Fox, Michael A. Heller

Articles

This Article draws on a rich array of deviant behavior in Russian enterprises to craft lessons for corporate governance theory. First, Professors Fox and Heller define corporate governance by looking to the economic functions of the firm. Based on this definition, they develop a typology that comprehensively shows all the channels through which bad corporate governance can inflict damage on a country's real economy. Second, they explain the causes of Russian enterprise fiascoes by looking to the particular initial conditions prevailing at privatization-untenable firm boundaries and insider allocation of firm shares-and the bargaining dynamics that have followed. This focus offers …

The Ultra Vires Doctrine As Applied To Companies: A Comparative Study, Kasinathan K. Ganesan

Student Works (2000-2009)

A comparative dissertation presented on the history and development of the doctrine of Ultra Vires as applied to companies, beginning with the origins of the doctrine and its development in England, up until the Companies Act 1989 (UK), covering reforms of the Ultra Vires doctrine in English law; its application and position in Malaysia, and a consideration and development of Ultra Vires in Australia particularly in respect of the Corporation Law.