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Full-Text Articles in Law

Determining A Partner's Share On Unrealized Receivables At The Liquidation Of The Partner's Interest, Stephen Utz Jan 2000

Determining A Partner's Share On Unrealized Receivables At The Liquidation Of The Partner's Interest, Stephen Utz

Faculty Articles and Papers

Partnership law allows partners great freedom to vary the terms on which they share partnership profits from different sources. Partnership tax law, however, seems to presume, for purposes of the collapsible partner rules, that partners will share the revenue from the collection of receivables always in proportion to the value of their partnership interests. This counterfactual presumption exposes both the government and partner/taxpayers to unfortunate consequences. A substance-over-form approach to the attribution of unrealized receivables would certainly be unworkable, because too costly and intrusive to administer. Something between substance-over form and form-over-substance would best implement the policy of Subchapter K …


Cash Balance Plans: They Work For Employers But Do They Work For Employees?, 34 J. Marshall L. Rev. 345 (2000), Deana Saxinger Jan 2000

Cash Balance Plans: They Work For Employers But Do They Work For Employees?, 34 J. Marshall L. Rev. 345 (2000), Deana Saxinger

UIC Law Review

No abstract provided.


The Doctrine Of Piercing The Veil In An Era Of Multiple Limited Liability Entities: An Opportunity To Codify The Test For Waiving Owners' Limited-Liability Protection, John H. Matheson, Raymond B. Eby Jan 2000

The Doctrine Of Piercing The Veil In An Era Of Multiple Limited Liability Entities: An Opportunity To Codify The Test For Waiving Owners' Limited-Liability Protection, John H. Matheson, Raymond B. Eby

Washington Law Review

The use of the corporate form of business organization has always provided a firm's owners/shareholders with a presumptive shield from personal liability for the debts of the business. Case-by-case exceptions to this limited-liability shield have developed in each state under the general rubric of "piercing the veil." Courts and commentators alike have noted the vagueness of the piercing analysis and have questioned the appropriateness of some of the factors employed in that analysis. In addition, new forms of business entities, such as limited liability companies and limited liability partnerships, have been legislatively created over the past several decades, raising the …


Symposium: Regulatory And Liability Considerations, Michael S. Baram, Ellen Flannery, Patricia Davis, Gary Marchant Jan 2000

Symposium: Regulatory And Liability Considerations, Michael S. Baram, Ellen Flannery, Patricia Davis, Gary Marchant

Faculty Scholarship

You can tell from remarks by prior speakers that regulatory approvals and liability prevention are of critical importance to progress in biomaterials. Gene therapy trials and the tragic outcomes of some of those trials have raised the specter of government suspension of clinical studies, termination of funding, and potential liability for personal injury under malpractice or products liability doctrines. Regulatory requirements and the terms of research grants and contracts have to be very carefully addressed by organizations testing, developing, making, selling and using biomaterials, biotechnology, and medical devices. However, many regulatory requirements are incomplete, ambiguous and confusing because the agencies …


Apology And Organizations: Exploring An Example From Medical Practice, Jonathan R. Cohen Jan 2000

Apology And Organizations: Exploring An Example From Medical Practice, Jonathan R. Cohen

Fordham Urban Law Journal

This article focuses on injuries committed by members of organizations, such as corporations, and examines distinct issues raised by apology in the organizational setting, in particular: the process of learning to prevent future errors, the divergent interests stemming from principal-agent tensions in employment, risk preferences and sources of insurance, the non-pecuniary benefits to corporate morale, productivity and reputation, the standing and scope of apologies, and the articulation of policies toward injuries to others.


Apology And Organizations: Exploring An Example From Medical Practice, Jonathan R. Cohen Jan 2000

Apology And Organizations: Exploring An Example From Medical Practice, Jonathan R. Cohen

Fordham Urban Law Journal

This article focuses on injuries committed by members of organizations, such as corporations, and examines distinct issues raised by apology in the organizational setting, in particular: the process of learning to prevent future errors, the divergent interests stemming from principal-agent tensions in employment, risk preferences and sources of insurance, the non-pecuniary benefits to corporate morale, productivity and reputation, the standing and scope of apologies, and the articulation of policies toward injuries to others.


Governments, Citizens, And Injurious Industries, Hanoch Dagan, James J. White Jan 2000

Governments, Citizens, And Injurious Industries, Hanoch Dagan, James J. White

Articles

In this Article, Professors Hanoch Dagan and James White study the most recent challenge raised by mass torts litigation: the interference of governments with the bilateral relationship between citizens and injurious industries. Using the tobacco settlement as their case study, Dagan and White explore the important benefits and the grave dangers of recognizing governments' entitlement to reimbursement for costs they have incurred in preventing or ameliorating their citizens' injuries. They further demonstrate that the current law can help capture these benefits and guard against the entailing risks, showing how subrogation law can serve as the legal foundation of the governments' …


Credit Derivatives: An Overview Of Regulatory Initiatives In The United States And Europe, Andre Scheerer Jan 2000

Credit Derivatives: An Overview Of Regulatory Initiatives In The United States And Europe, Andre Scheerer

Fordham Journal of Corporate & Financial Law

No abstract provided.


Losing The Audit Lottery: Corporate Tax Shelters And Judicial Doctrine, Elena Eracleous Jan 2000

Losing The Audit Lottery: Corporate Tax Shelters And Judicial Doctrine, Elena Eracleous

Fordham Journal of Corporate & Financial Law

No abstract provided.


The International Symposium On Derivatives And Risk Management, Carl Felsenfeld, Alan N. Rechtschaffen, Carolyn H. Jackson, Ruth W. Ainslie, Michael N. Brosnan, Darcy Bradbury, Denis M. Forster, Martin Bienenstock, David A.P. Brower, Aaron Rubinstein, David Morris, Eric Seiler, Peter D. Morgenstern, Michael J. Malone, John Lovi, Alvin K. Hellerstein, Charles E. Ramos Jan 2000

The International Symposium On Derivatives And Risk Management, Carl Felsenfeld, Alan N. Rechtschaffen, Carolyn H. Jackson, Ruth W. Ainslie, Michael N. Brosnan, Darcy Bradbury, Denis M. Forster, Martin Bienenstock, David A.P. Brower, Aaron Rubinstein, David Morris, Eric Seiler, Peter D. Morgenstern, Michael J. Malone, John Lovi, Alvin K. Hellerstein, Charles E. Ramos

Fordham Journal of Corporate & Financial Law

No abstract provided.


Delaware Corporation Law And Transaction Cost Engineering, Charles O'Kelley Jan 2000

Delaware Corporation Law And Transaction Cost Engineering, Charles O'Kelley

Faculty Articles

Professor O’Kelley believes that a very good way to teach Corporations is to structure the course around a core goal – to teach Delaware corporate law systematically – not just bits and pieces of it, but the entire system, much the way the teaching of constitutional law is approached. This essay is an elaboration of his reasoning and strategies, organized as a presentation and discussion of the core rationales for organizing the course in this way. The first justification flows axiomatically from the following proposition: we create value for many of our students, and harm none, by giving them an …


Foreword: The Many Passions Of Teaching Corporations, Charles R.T. O'Kelley Jan 2000

Foreword: The Many Passions Of Teaching Corporations, Charles R.T. O'Kelley

Scholarly Works

This Symposium belies such skeptical views of the Corporations course and those of us who teach it. The 1999 Teaching Corporate Law Conference was organized around teachers' self-identified passions in teaching Corporations--the themes, insights, skills or puzzles about which they are most intrigued or enthused. Thirty-seven professors made presentations at the Conference; twenty-eight have converted their presentations into the essays in this Symposium edition, which have been grouped substantively rather than in the exact order presented at the Conference.


Delaware Corporation Law And Transaction Cost Engineering, Charles R.T. O'Kelley Jan 2000

Delaware Corporation Law And Transaction Cost Engineering, Charles R.T. O'Kelley

Scholarly Works

I have a passionate belief that a very good way to teach Corporations is to structure the course around a core goal--to teach Delaware corporate law systematically--not just bits and pieces of it, but the entire system, much the way we approach the teaching of constitutional law. This Essay is an elaboration of my reasoning and strategies, organized as a presentation and discussion of the core rationales for organizing the course in this way. The first justification flows axiomatically from the following proposition: we create value for many of our students, and harm none, by giving them an opportunity to …


The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch Jan 2000

The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch

Faculty Scholarship

Transcript of a panel on a scholar's approach to corporation law.


Annual Survey Of Virginia Law: Corporate And Business Law, Peter E. Broadbent Jr., John E. Russell Jan 2000

Annual Survey Of Virginia Law: Corporate And Business Law, Peter E. Broadbent Jr., John E. Russell

University of Richmond Law Review

Virginia corporate and business law changes in the last year continue to challenge the practitioner to stay abreast of such developments in order to provide accurate advice to clients. This article summarizes the developments in the law in Virginia occurring from June 1999 through May 2000, with the legislative changes described based on Virginia General Assembly action in the 2000 session. Part II examines those legislative changes in corporate and business law (excluding public service corporation/public utility law issues). While many of the legislative changes are not significant, three new uniform laws (revised Article 9 of the Uniform Commercial Code …


Alliance Management: The Journey Towards Partnerships, Robert E. Spekman Jan 2000

Alliance Management: The Journey Towards Partnerships, Robert E. Spekman

Richmond Journal of Law & Technology

Mr. Spekman discusses corporate alliances.


Delaware As Demon: Twenty-Five Years After Professor Cary's Polemic, Mark J. Loewenstein Jan 2000

Delaware As Demon: Twenty-Five Years After Professor Cary's Polemic, Mark J. Loewenstein

Publications

No abstract provided.


A Populist Political Perspective Of The Business Tax Entities Universe: Hey The Stars Might Lie, But The Numbers Never Do, John W. Lee Jan 2000

A Populist Political Perspective Of The Business Tax Entities Universe: Hey The Stars Might Lie, But The Numbers Never Do, John W. Lee

Faculty Publications

No abstract provided.


Foreword: The Many Passions Of Teaching Corporations, Charles O'Kelley Jan 2000

Foreword: The Many Passions Of Teaching Corporations, Charles O'Kelley

Faculty Articles

Teachers of Corporations share a passion for their subject and consider this first course in the business law curriculum to have fundamental importance for all law-trained professionals. Seemingly, however, we agree on little else, including the substantive focus of the course, the nature of the course materials, and the insights that teachers should convey. In fact, Corporations differs dramatically from school to school. Some teachers focus substantial attention on unincorporated business associations, while others cover only corporation law. Some who teach exclusively about the corporation emphasize closely held firms, while others highlight the law related to publicly traded entities. Likewise, …


Taxation Of U.S. Llc With Foreign Participation, Victor Ianovitch Jan 2000

Taxation Of U.S. Llc With Foreign Participation, Victor Ianovitch

LLM Theses and Essays

The instant thesis is organized in three main parts. The first contains an overview of U.S. law including constitutional issues of the topic focusing on the separation of tax powers between federal and state authorities with special attention to the basis and extent to which a State is entitled to impose levies on business organizations; a brief analysis of federal legislation allowing the pass-through regime; and summary concerning LLC legislation in the States. The second analyzes the application of the main, basic principles of international taxation (such as residence, source rules, application of international treaties, and connected with it the …


International Joint Ventures Between France And The United States, Alexis Desreumaux Jan 2000

International Joint Ventures Between France And The United States, Alexis Desreumaux

LLM Theses and Essays

This thesis focuses on two markets: France and the United States. Although these markets are competitive in several areas, sometimes some cooperation is needed in order to achieve a successful venture. The focus of this thesis is on two major issues. First, how can an American company, with a French partner, venture in France? And, second, how can a French company "invade" the U.S. market, with the help of a local company? To narrow the focus of this thesis, these " multipartite" joint ventures are to be dealt with. The thesis concerns the joint ventures made from two corporations, one …


University Of Richmond Law Review Jan 2000

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.


A Role For The Wto In International Merger Control, Andre Fiebig Jan 2000

A Role For The Wto In International Merger Control, Andre Fiebig

Northwestern Journal of International Law & Business

Although this paper follows on those new proposals, and addresses many of the same problems, the international merger control regime proposed here fundamentally differs in its approach. Although there is certainly a beneficial role for an international institution in merger control, the current proposals are too ambitious. Instead of focussing on the allocation of cross-border transactions, this paper suggests that the focus should be on the cases which present no treat to competition, and yet are scrutinized by several different national competition law regulators. An international institution, probably within the framework of the World Trade Organization ("WTO"), should be created …


Perspective: Foreign Direct Investments In China - Practical Problems Of Complying With China's Company Law And Laws For Foreign-Invested Enterprises, Anyuan Yuan Jan 2000

Perspective: Foreign Direct Investments In China - Practical Problems Of Complying With China's Company Law And Laws For Foreign-Invested Enterprises, Anyuan Yuan

Northwestern Journal of International Law & Business

Foreign investors in China face a legal system and legal issues that are very different from those found in the United States. This article seeks to illustrate some of the important differences in China's corporate law that govern or affect foreign investors' interests. The purpose of this article is to help foreign investors become aware of legal problems and investment risks in creating a foreign-invested enterprise in China. This article also proposes changes to existing Chinese laws that will more reasonably accommodate the legal concerns and protect the legal interests of foreign investors (as well as incidentally benefiting domestic Chinese …


Freezing The Company Charter, Eric Kades Jan 2000

Freezing The Company Charter, Eric Kades

Faculty Publications

When legislatures alter corporate, partnership, and other business entity statutes, they simultaneously amend the governing document of all entities of that type formed within the jurisdiction. In many circumstances these business entities may wish to retain existing rules for internal governance. This Article offers a novel tool for firms wishing to so manage their own legal transitions: the "charter freeze." A freeze provision in the company charter declares that future (non-mandatory) changes in relevant statutes have no effect on the firm. Owners may affirmatively adopt the new rules, but choose to exercise complete control over their adoption vel non of …


The Corporate Attorney-Client Privilege: Loss Of Predictability Does Not Justify Crying Wolfinbarger, Paul Rice Jan 2000

The Corporate Attorney-Client Privilege: Loss Of Predictability Does Not Justify Crying Wolfinbarger, Paul Rice

Scholarly Articles in Law Reviews & Journals

No abstract provided.


Insider Guaranties In Bankruptcy: A Framework For Analysis, Marshall E. Tracht Jan 2000

Insider Guaranties In Bankruptcy: A Framework For Analysis, Marshall E. Tracht

Articles & Chapters

This article presents an economic analysis of insider guaranties in small business finance and bankruptcy, explaining their role in the panoply of legal and contractual devices used to control financial agency costs. It then uses this model to examine two areas of concern in the bankruptcy treatment of insider guaranties (the Deprizio preference problem and the enforceability of springing and exploding guaranties) and to explore some of the wider implications of insider guaranties for small business bankruptcy. Building on the fact that insider guaranties are typically used less to increase the assets available for repayment of the debt than to …


Equal Economic Opportunity: Corporate Social Responsibility In The New Millennium, Vincent M. Di Lorenzo Jan 2000

Equal Economic Opportunity: Corporate Social Responsibility In The New Millennium, Vincent M. Di Lorenzo

University of Colorado Law Review

No abstract provided.


Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll Jan 2000

Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll

Publications

No abstract provided.


Teaching Corporate Law From An Option Perspective, Peter H. Huang Jan 2000

Teaching Corporate Law From An Option Perspective, Peter H. Huang

Publications

No abstract provided.