Law Commons^™

M&A In The Banking Industry: Legal Perspective, Fred B. White

Fordham Journal of Corporate & Financial Law

No abstract provided.

M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Corporate Restructuring & Spin-Offs, Michael Kliegman

Fordham Journal of Corporate & Financial Law

No abstract provided.

M&A Implications Of Telecommunications Act Of 1996, Jay L. Birnbaum

Fordham Journal of Corporate & Financial Law

No abstract provided.

M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Should A Bank Acquire, Merge, Or Divest, Maureen S. Bateman

Fordham Journal of Corporate & Financial Law

No abstract provided.

Representing The Unrepresented In Class Action Settlements, Brian Wolfman

Georgetown Law Faculty Publications and Other Works

Class actions are important and useful both to deter wrongful conduct and to provide compensation for injured plaintiffs. In complex cases, however, the existing class action structure falters. In this article, Messrs. Wolfman and Morrison argue that in "settlement class actions" the current class action rules do not adequately protect class members whose interests do not coincide with those of the class representatives and the class attorneys. Through a survey of recent, prominent settlement class actions, the authors show that the current system does not fairly treat subgroups in a class with respect to matters as diverse as future injury, …

Public Research And Private Development: Patents And Technology Transfer In Government-Sponsored Research, Rebecca S. Eisenberg

Articles

This article revisits the logical and empirical basis for current government patent policy in order to shed light on the competing interests at stake and to begin to assess how the system is operating in practice. Such an inquiry is justified in part by the significance of federally-sponsored research and development to the overall U.S. research effort. Although the share of national expenditures for research and development borne by the federal government has declined since 1980, federal funding in 1995 still accounted for approximately thirty-six percent of total national outlays for research and development' and nearly fifty-eight percent of outlays …

Fiduciary Duties Of Bidder Directors In The Context Of Tender Offers - Fair Play In A War, Henning Bernd C. Lowe

LLM Theses and Essays

When discussing mergers and acquisitions, most of the focus is given to whether the board of directors of the target company has a right of “self-defense” to stay independent. However, this thesis focuses on the other side of the transaction and seeks to determine whether the bidder in making a tender offer is acting unlawfully. Since a director has unlimited personal liability for a breach of his or her fiduciary duties, the question of whether a takeover-bid can be a breach of a director’s fiduciary duty is of great importance, yet little literature and no case law are devoted to …

Breakfast With Yasser Arafat: Personal Reflections On The Peace Process, David Fidler

Articles by Maurer Faculty

No abstract provided.

Fiduciary Duties And Reasonable Expectations: Cash-Out Mergers In Close Corporations, David C. Crago

Oklahoma Law Review

No abstract provided.

Corporate Initiatives: A Second Human Rights Revolution?, Douglass Cassel

Journal Articles

This Essay examines the role of multinational corporations in protecting human rights around the globe. Part I analyzes the conduct of corporations, describes examples of corporations' involvement in human rights violations, and discusses the merits of greater responsibility of corporations. Part II suggests that the level of responsibility for a multinational corporation depends on the proximity of the corporation's operations to human rights violations, in combination with the seriousness of the violations, and proposes five gradations of responsibility. This Essay concludes that the evolving nature of the global economy is producing a shift in responsibilities from government to the private …

The Absence Of Cross-Cultural Communication: Sec Mandatory Disclosure And Foreign Corporate Governance, James A. Fanto

Faculty Scholarship

No abstract provided.

Agent’S Knowledge In An Era Of Corporate Restructuring: Imputation, Liability And Protection, Beate Buescher

LLM Theses and Essays

Agents of partnerships and corporations often acquire important and secret incoming and outgoing information. Protecting this information becomes especially critical during corporate restructuring. In this paper, the author reviews current agency law, fiduciary duties, liability, and mechanisms utilized by companies to prevent the disclosure of confidential information and discusses the inadequacies of these traditional protections in current business realities. Specific examples of disclosing confidential information and trade secrets are provided. Also, the author critiques both long-term measures, such as improvement of the structural reorganization process and the development of a new business ethic, as well as short-term methods, like the …

Reflections On Executive Compensation And A Modest Proposal For (Further) Reform, Mark J. Loewenstein

Publications

No abstract provided.

Women In Corporate Law: Rewriting The Rules, Amy E. Decker

American University Journal of Gender, Social Policy & the Law

No abstract provided.

The Federal Sentencing Guidelines Endorsement Of Corporate-Level Restitution: Furtherance Of Public Policy Or Discrimination On The Basis Of Entity Capitalization?, Henry Amoroso

Campbell Law Review

No abstract provided.

Annual Survey Of Virginia Law: Business And Corporate Law, William A. Musgrove

University of Richmond Law Review

This article reviews recent developments in the law affecting Virginia businesses and corporations. Part II discusses recent judicial decisions, including: two Fourth Circuit Court of Appeals opinions, one interpreting and upholding the constitutionality of the Virginia statutes regulating hostile takeovers, and the other determining the owner of partnership property upon dissolution of the partnership; two Supreme Court of Virginia decisions regarding non-stock corporations, one determining the validity of the board of directors, and one deciding whether the Property Owners' Association Act supersedes the bylaws of an incorporated non-stock property owners' association; four Supreme Court of Virginia decisions including one denying …

The New Community Reinvestment Act Regulations: An Attempt To Implement Performance-Based Standards, Richard D. Marsico

Articles & Chapters

On May 4, 1995, the federal banking regulatory agencies published new Community Reinvestment Act (CRA) regulations.' This culminated a process that began nearly two years earlier, in July 1993, when President Clinton called on the agencies to reform the CRA enforcement regime. The goal was to institute a regulatory scheme that emphasized lending performance over process, that was more objective and less subject to arbitrary interpretation, and that reduced unnecessary paperwork.2 With this presidential mandate, the agencies commenced a 21-month odyssey that included seven hearings around the country with more than 250 witnesses, two sets of proposed revisions to the …

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

A Positive Analysis Of The Common Law Of Corporate Fiduciary Duties, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

Proprietary Norms In Corporate Law: An Essay On Reading Gambotto In The United States, Deborah A. Demott

Faculty Scholarship

No abstract provided.

(Dis)Assembling Rights Of Women Workers Along The Global Assembly Line: Human Rights And The Garment Industry Symposium: Political Lawyering: Conversations On Progressive Social Change, Laura Ho, Catherine Powell, Leti Volpp

Faculty Scholarship

Some observers would like to explain away sweatshops as immigrants exploiting other immigrants, as "cultural, or as the importation of a form of exploitation that normally does not happen here but occurs elsewhere, in the "Third World." While the public was shocked by the discovery at El Monte, garment workers and garment worker advocates have for years been describing abuses in the garment industry and have ascribed responsibility for such abuses to manufacturers and retailers who control the industry. Sweatshops, like the one in El Monte, are a home-grown problem with peculiarly American roots. Since the inception of the garment …

Positivism And The Separation Of Law And Economics, Avery W. Katz

Faculty Scholarship

The modem field of law and economics – that is, the application of economic analysis to legal subjects other than trade and business regulation – is now over thirty years old, but it remains controversial in the legal academy and, to a lesser extent, in the profession at large. Since its beginnings in the early 1960s, the economic approach has provoked substantial opposition and antagonism. The sources of this resistance, however, are a matter of dispute. Many economists and economically influenced lawyers attribute it to more traditional lawyers' reluctance to learn a new and unfamiliar set of concepts and techniques. …

Venture Capital And The Structure Of Capital Markets: Banks Versus Stock Markets, Ronald J. Gilson, Bernard S. Black

Faculty Scholarship

The United States has many banks that are small relative to large corporations and play a limited role in corporate governance, and a well developed stock market with an associated market for corporate control. In contrast, Japanese and German banks are fewer in number but larger in relative size and are said to play a central governance role. Neither country has an active market for corporate control. We extend the debate on the relative efficiency of bank- and stock market-centered capital markets by developing a further systematic difference between the two systems: the greater vitality of venture capital in stock …

Corporate Governance And Economic Efficiency: When Do Institutions Matter?, Ronald J. Gilson

Faculty Scholarship

Until the 1980s, corporate governance was largely the province of lawyers. It was a world of specific rules – more or less precise statutory requirements governing shareholder meetings, the election of directors, notice requirements and the like – that were essentially unrelated to what corporations actually do. From this perspective, the corporation's productive activity was simply a black box onto which standard governance structures were superimposed with little effect on what took place within. Corporate law was "trivial" or, as Bayless Manning so evocatively portrayed it, simply "great empty corporation statutes – towering skyscrapers of rusted girders internally welded together …

When Should An Offer Stick? The Economics Of Promissory Estoppel In Preliminary Negotiations, Avery W. Katz

Faculty Scholarship

The purpose of this Article is to examine the doctrine of promissory estoppel, as it applies in the context of preliminary negotiations, from the viewpoint of the economic theory of rational choice. This is part of a larger project that attempts to understand better the regulatory role of contract formation law generally. From a regulatory vantage point, estoppel and related legal doctrines operate as economic regulations; they shape the bargaining process by influencing the negotiators' incentives to make and to rely on preliminary communications. As with all economic regulations, however, some rules do better than others at promoting efficient exchange, …

The Ali Principles Of Corporate Governance Compared With Georgia Law, Marjorie Fine Knowles, Colin Flannery

Mercer Law Review

The American Law Institute ("ALI") is a unique institution. As one writer describes it:

The ALI is perhaps the most elite group of lawyers in the United States. Selected from the ranks of distinguished scholars and practitioners, the Institute is best known for drafting "Restatements of the Law" in various areas. These Restatements provide lawyers and judges with carefully formulated descriptions of the law and traditionally have served as authoritative guides for both legal briefs and judicial opinions.

Admission to membership in the ALI is by election, and the debates on the various works the Institute produces are most often …

Business Associations, Paul A. Quirós, Gregory M. Beil

Mercer Law Review

This Article analyzes noteworthy cases in the areas of corporate, partnership, securities and banking law decided during the survey period' by the Georgia Court of Appeals, the Georgia Supreme Court, the United States district courts in Georgia and the United States Court of Appeals for the Eleventh Circuit. Additionally, the Article highlights certain enactments by the Georgia General Assembly revising the Official Code of Georgia Annotated ("O.C.G.A.").

Choice Of Entity - Tax Issues, Lisa M. Landry

William & Mary Annual Tax Conference

No abstract provided.

Case Studies: Small Professional Services Organization And Large Professional Services Organization, L. Michael Gracik Jr.

William & Mary Annual Tax Conference

No abstract provided.

Planning Opportunities Remain Under The Final Partnership Allocation Rules For Contributed Property, Michael G. Frankel, Leslie H. Loffman, Sanford C. Presant

William & Mary Annual Tax Conference

No abstract provided.