Law Commons^™

Shareholder Dividend Options, Zohar Goshen

Faculty Scholarship

This Article proposes a legal norm that shifts discretion over dividend policy from managers to the capital markets (i.e., shareholders). State corporate law could effect such a shift by adopting a rule that mandates shareholder control over the dividend decision. The rule would require every firm to adopt an option mechanism that, at predetermined dates, provided each of the firm's shareholders with the right to select either cash or stock dividends in an amount equal to the shareholder's pro rata share of the firm's earnings. For instance, the law might require that, once a year, the firm offer to each …

Competition Versus Consolidation: The Significance Of Organizational Structure In Financial And Securities Regulation, John C. Coffee Jr.

Faculty Scholarship

It's as predictable as the swallows' return to Capistrano. At the outset of each new Administration, a Presidential Task Force proposes a restructuring of the federal administrative agencies. New developments in rapidly evolving markets, it is argued, require a consolidation of agencies to generate a broader perspective, to create a "level playing field," and to end the possibility of a "race to the bottom" (to the extent that market participants can opt for one regulatory system over another). The proposal draws little overt criticism, but turf-conscious agencies quietly mobilize their constituencies to oppose the reform. The first sign of trouble …

How To Negotiate A Sales Contract, James J. White

Articles

A. Introduction 1. In my experience, lawyers begin negotiating only after the business people have decided upon the description and quality of the product, the time of delivery, and the mode and amount of payment. The lawyers are left with the pathological problems - who gets what in case of trouble. 2. Most of those pathological problems relate to the seller's responsibility if the product does not conform to the contract or otherwise fails to please the buyer. These failures can cause economic loss to the buyer, economic loss to a remote purchaser, or personal injury or property damage to …

Reforming The State-Enterprise Property Relationship In The People's Republic Of China: The Corporatization Of State-Owned Enterprises, Deborah Kay Johns

Michigan Journal of International Law

Part I of this Note first describes the problems that have prodded China to restructure its SOEs and then explains the root of those problems - the state-enterprise property relationship. This part concludes with a description of the unsuccessful attempts to date to reform that relationship. To understand why these efforts have met with little success, Part II explores the way in which most transition economies have attempted to address the ambiguity in the state-enterprise property relationship, by abolishing it through privatization. Although privatization is neither economically nor ideologically suited to China, experience with privatization does hold one lesson for …

An Introduction To Foreign Investment Laws In The People's Republic Of China, 28 J. Marshall L. Rev. 471 (1995), John Zhengdong Huang

UIC Law Review

No abstract provided.

It's Nothing Personal: The Public Costs Of Limited Liability Law Partnerships, N. Scott Murphy

Indiana Law Journal

No abstract provided.

The Case Against Regulating The Market For Contingent Employment, Maria O'Brien

Faculty Scholarship

No abstract provided.

The Privatizing Of Public Wealth, Kary L. Moss, Esq.

Fordham Urban Law Journal

This Article examines the emergence of the problem of corporate welfare, and identifies and discusses various legal solutions. It identifies state and local governments, in conjunction with unions, workers and community organizations, as the appropriate actors to reform a system which has become an abuse of public trust and the general welfare. Part I of this Article examines the emergence of the tax abuse phenomenon and documents its impact on local economies in this country. Part II discusses the legal scheme which frames the various legal strategies that have been employed by communities to challenge subsidy arrangements. Part III identifies …

Book Review: M.Gillen "Securities Law In Canada" (Carswell, 1992), Mary Condon

Articles & Book Chapters

As a neophyte securities law teacher, I approached Professor Gillen's book, Securities Law in Canada, in hopeful anticipation. Would it be the useful, up-to-date teaching tool, suitable for students with little or no background in the area, that is seriously lacking in the Canadian securities law bibliography? I was not disappointed. The book is a very readable, well-organized and comprehensive overview of a subject often considered overly technical and abstruse by students.

Educators Who Drive With No Hands: The Application Of Analytical Concepts Of Corporate Law In Certain Cases Of Educational Malpractice, Cheryl L. Wade

Faculty Publications

(Excerpt)

The national debate concerning the inadequacies of public schools in the United States and ways to alleviate some of the problems that plague them continues to rage. The performance of children in the United States on standardized tests is dangerously poor, and the rate of illiteracy dangerously high. An alarmingly large number of students do not finish high school. Education is often compromised because of crowded classrooms and shortages in school personnel and textbooks. Part of the debate about the problems in public education involves the search for someone or something to blame. While societal problems contribute to the …

Strategic Alliances: Emerging Trends In Future Corporate Business, Naresh Menghraj Gehi

LLM Theses and Essays

A strategic alliance is an arrangement for economic collaboration between firms at the same level of distribution, involving an exchange of critical skills aimed at buffering the core business strategy, technology, or markets of the partners. Research indicates that the care and thought of the strategic alliance partners increases with the importance of the venture to the strategic objectives of the entity. This paper describes the importance of strategic alliances in today’s competitive world. It examines the benefits of entering into strategic alliances, the legal implications of strategic alliances, and various industries where strategic alliances are dominant. Finally, this paper …

The Savings And Loan Debacle Of The 1980s: White-Collar Crime Or Risky Business, William K. Black, Calavita Kitty, Pontell N. Henry

Faculty Works

This paper examines the role of white-collar crime in the savings and loan crisis. Noting economists' assertions that crime was only a minor ingredient in the crisis, we compare the explanatory power of this "minimal fraud" model to that of its "material fraud" alternative. Bringing together evidence from every major study of thrifts in the 1980s, we argue that only the material fraud hypothesis can make sense of these data. This study demonstrates the utility of deductive reasoning in distinguishing between white-collar crime and ordinary business transactions, thereby potentially contributing to prosecutorial efforts, and helping resolve long-standing methodological dilemmas confront­ing …

The Professional Liability Crisis And The Need For Professional Limited Liability Companies: Washington's Model Approach, Bryan Smith

Seattle University Law Review

This Comment argues that every state should allow professionals to take advantage of LLC statutes, as Washington has done. Such action will provide protection for accountants and lawyers from the wave of litigation that has surfaced in recent times and to restore an element of confidence to these professions. This Comment further asserts that allowing professionals to use LLC statutes is not only consistent with the duties peculiar to the accounting and legal professions, but also a necessary step when viewed in light of the policies of fairness, efficiency, and public protection. Initially, Part II of this Comment describes the …

The Transformation Of French Corporate Governance And United States Institutional Investors, James A. Fanto

Faculty Scholarship

No abstract provided.

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Annual Survey Of Virginia Law: Business And Corporate Law, Katherine Ennis Wychulis, David S. Haddock Ii

University of Richmond Law Review

This article reviews recent developments in the law affecting Virginia businesses and corporations. Part II discusses recent judicial decisions in Virginia courts involving businesses and corporations. Part III discusses several acts of the 1995 session of the Virginia General Assembly that amend Virginia's corporate, partnership, limited liability company and securities act statutes.

Case Studies: Operating Business And Venture Business, James J. Wheaton

William & Mary Annual Tax Conference

No abstract provided.

Limited Liability Partnerships, James J. Wheaton

William & Mary Annual Tax Conference

No abstract provided.

Fiduciary Rules And Rupa, J. Dennis Hynes

Publications

No abstract provided.

Fiduciary Duty Of Directors In Takeover Setting, Ladda Woravitlikit

LLM Theses and Essays

Often, an outsider will purchase a block of shares in a target corporation and then formally announce an intention to take over the corporation with a tender offer. The motivation and various techniques that can be used to achieve such a takeover are explored in this paper. In this setting, the directors of the target corporation usually reject the outsider’s offer in an effort to keep the corporate entity and their positions. The target’s directors claim the business judgment rule protects their decision. This assertion is reviewed by the author along with other defensive tactics used by the target’s directors …

Civil Liability For Damage Caused To The Environment By Hazardous Waste: Lessons For The European Union From The Us Experience, Artemis Hatzi-Hull

LLM Theses and Essays

As environmental awareness has surged over the last two decades, environmental law has rapidly developed. In both agricultural and industrial countries, the environment is a sensitive and vital area where substantial economic interests are at stake. In the United States, many social, political, and economic reasons have spawned rapid expansion of environmental law. Congress has enacted numerous statutes and empowered federal agencies, primarily the Environmental Protection Agency (EPA), to adopt standards and enforce these new laws. A decade ago, environmental liability was not a major concern for US businesses and was rarely dealt with in commercial contracts. However, the situation …

International Arbitration And Procedures To Enforce Awards In The Relationship Between The United States And Germany, Michael Kronenburg

LLM Theses and Essays

Arbitration has long been regarded as a process that combines finality of decision with speed, low expense, and flexibility in solving problems. For these reasons, arbitration is often favored over litigation for dispute resolution. Particularly in international cases, a businessman may avoid litigation in a foreign country for various reasons: he may be unfamiliar with the proceedings; he may be afraid to find a “forum hostile” because of the different legal and cultural background of the judges; and he may wish to avoid the uncertainty concerning the law arising from the contract. Arbitration proceedings have been held constitutional by the …

Squeeze-Outs And Freeze-Outs In Limited Liability Companies, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.

Organizational Ethos And Corporate Criminal Liability, Henry J. Amoroso

Campbell Law Review

The quintessential principal of corporate governance is that the corporation's business should be conducted in order to enhance corporate profit and shareholder gain. Traditionally, corporations have been required to act within the boundaries established by the law and have been permitted to take into account ethical considerations that are reasonably regarded as appropriate for the conduct of the business. Professor Amoroso canvasses the case law and literature addressing the standard of corporate criminal liability and hypothesizes that the recently enacted Chapter Eight of the Federal Sentencing Guidelines will ensure that organizationale thics will assume a more significant role in the …

How The Uniform Partnership Act Determines Ultimate Liability For A Claim Against A General Partnership And Provides For The Settling Of Accounts Between Partners, Russell C. Smith

Campbell Law Review

No abstract provided.

Business Combination Antitakeover Statutes, The Unintended Repudiation Of The Internal Affairs Doctrine, And Constitutional Constraints On Choice Of Law, Robert E. Suggs

Faculty Scholarship

This article examines the constitutional validity of business combination antitakeover statutes. Delaware and other important corporate law jurisdictions enacted these statutes during the 1980s to inhibit hostile leveraged corporate takeovers and protect incumbent managements. These statutes work by prohibiting transactions which enable a hostile acquirer with a mere majority of target stock to sell target assets for cash and retain all the cash to service acquisition debt while paying off with securities the minority shareholders' interest in the assets sold. This allows the takeover to be financed with the assets acquired. Analyzing the structural operation of these statutes in greater …

The Mythology Of Article 9, Robert E. Scott

Faculty Scholarship

Debt Collection as Rent Seeking marks an important moment in contemporary jurisprudence: the transformation of David Carlson from trenchant, fire-in-the-belly, no-holds-barred critic to abstract-modeling, implausible-assuming, game-theorizing, law and economics maven. On that basis alone, it is a great read.

Is Unlimited Liability Really Unattainable: Of Long Arms And Short Sales, Mark R. Patterson

Faculty Scholarship

Unlimited shareholder liability would radically change the way we look at corporations. In an unlimited-liability world, one part at least of the veil between corporation and shareholder would no longer exist. As a result, the relationship between corporation and shareholder would be, both in law and in fact,much closer than it is currently. The two parts of this change-the legal and the factual-would reinforce each other. The legal change would be reflected in court decisions enforcing unlimited liability Regardless of the exact contours that decisions in this area took initially, there would be at least some shareholders-mutual funds, for example--whom …

Re-Engineering Corporate Disclosure: The Coming Debate Over Company Registration, John C. Coffee Jr.

Faculty Scholarship

Statutory obsolescence is the fate of all legislation. At some point in the natural "life cycle" of any statute, courts tend to move from purposive statutory construction, focused on the actual legislative intent, to greater deference towards administrative expertise as they implicitly recognize that the original legislative intent no longer fits the contemporary institutional landscape. Given that the federal securities laws were passed during the 1930s, they have now entered the geriatric zone where their possible obsolescence must be considered. Some academics have already called for the SEC's elimination on precisely this basis. Practitioners complain about the "metaphysical" and "hypertechnical" …

The Limited Liability Company Experiment: Unlimited Flexibility, Uncertain Role, Wayne M. Gazur

Publications

No abstract provided.