Law Commons^™

Termination Of Partnerships And Of Partnership Interests, Louis A. Mezzullo

William & Mary Annual Tax Conference

No abstract provided.

Partnership Operations And Distributions, Steven M. Friedman

William & Mary Annual Tax Conference

No abstract provided.

The New Business Corporation Act: The Basics, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, Rutheford B. Campbell Jr., David W. Harper, Stephen B. Catron, Keith G. Hanley

Continuing Legal Education Materials

Handouts provided at the UK/CLE seminar on the New Business Corporation Act on October 1, 1988.

Corporate Auctions And Directors' Fiduciary Duties: A Third-Generation Business Judgment Rule, Steven G. Bradbury

Michigan Law Review

This Note proposes a rationale and a methodology for applying the business judgment rule when directors resist a hostile bid during the auction phase of a control contest. Part I examines the changes that occur in the responsibilities of target directors when a corporate auction is initiated. This Part describes the Unocal business judgment rule test and discusses its usefulness in the auction phase of a takeover. While the test requires modification if it is to complement effectively the auction-phase duties announced in Revlon, this Part suggests that the business judgment rule continues to be relevant and important during …

Department Of Corporations, L. Lory

California Regulatory Law Reporter

No abstract provided.

Going Private And Going Under: Leveraged Buyouts And The Fraudulent Conveyance Problem, Kathryn V. Smyser

Indiana Law Journal

No abstract provided.

Introduction, Joel Seligman

University of Michigan Journal of Law Reform

Introduction for the 1988 Journal of Law Reform Symposium: Issues in Corporate Governance.

Federal Chartering Revisited, Donald E. Schwartz

University of Michigan Journal of Law Reform

The protections that corporation law provided to shareholders and to our economic community against the excesses and complacency of corporate directors and managers have undergone a general weakening. Although it is uncertain whether the ALI can accomplish effective and meaningful reforms, this effort may be the most important attempt by the corporate community to reform itself.

Beyond Managerialism: Investor Capitalism?, Alfred F. Conard

University of Michigan Journal of Law Reform

Capitalism, in most large public corporations, has been subtly transformed from a system of dominance by the suppliers of capital to a system of dominance by the managers, dubbed "managerialism." In many respects, managerialism is beneficial to investors and other enterprise constituencies, since managers' rewards typically grow with the profitability of the enterprise. But managerialism permits drastic wastes of resources when managers hang on to their jobs after they have become inefficient or spend lavishly to defend themselves against takeover bids. Derivative suits, shareholder proposals, independent directors, and other prescriptions have failed to stifle managerial abuses. This is the message …

Two Models Of Corporate Governance: Beyond Berle And Means, Lynne L. Dallas

University of Michigan Journal of Law Reform

This Article introduces a new model of corporate governance, which challenges, as did Berle and Means, the conclusions drawn from the traditional ownership model. Rather than focusing upon the inefficiencies of the large complex firm resulting from the separation of share ownership and control, however, this new model, which I call the power model, focuses upon the political nature of decision making in the large corporation, which exists regardless of the identity of the entrepreneur.

Department Of Corporations, K. Gleason Huss

California Regulatory Law Reporter

No abstract provided.

Florida Takeover Law: Control-Share Acquisitions, Robert C. Rasmussen, Jeffrey M. Fuller

Florida State University Law Review

Under Florida's new control-share acquisition law, a shareholder's right to vote will be determined in certain circumstances by a vote of the other shareholders. Merrs. [sic] Rasmussen and Fuller contend that the commerce clause precludes the law's interference with interstate commerce, that the law might be preempted by the Williams Act, and that the law's validity is questionable on other constitutional grounds. The authors also suggest answers to the may questions they raise regarding ambiguities in the law, and offer advice for both potential targets and stock acquirers on how to comply with the law.

Entity Classification And Integration: Publicly Traded Partnerships, Personal Service Corporations And The Tax Legislative Process, John W. Lee

Faculty Publications

No abstract provided.

The Closely Held Corporation: Its Capital Structure And The Federal Tax Laws, William J. Rands

West Virginia Law Review

The labyrinthine provisions of the Internal Revenue Code make a decision on whether or not to incorporate a closely-held business astoundingly complex. To decide properly, one must understand the terms "C corporations," "S corporations," a partner's "distributive share," and a host of other cryptic concepts.' Even those initiated into the inner sanctums of Subchapters C2, K3 and S4 must advise their clients that their counsel.is based on the enterprise's projected revenues and expenses, estimates that may prove to be far off the mark. Moreover, changes in the Internal Revenue Code have been so constant that no one can feel confident …

The Promise Of State Takeover Statutes, Richard A. Booth

Michigan Law Review

The purpose of this article is, first, to describe the problems associated with two-tier tender offers and the closely related, and perhaps still more coercive, partial tender offer. Second, the article will address the natural question why such offers have not already been banned, suggesting a better view of what coercion means in the context of a tender offer. Third, the article will offer a management-oriented view of coercion, explaining the legitimate interests of managers (and other groups) in resisting takeovers, as well as how greenmail and poison pills, though subject to abuse, can be used quite properly to combat …

If You Can't Trust A Fiduciary, Who Can You Trust? Using State Fiduciary Duties To Compel Shareholders In Closely Held Corporations To Disclose Preliminary Merger Negotiations

Washington and Lee Law Review

No abstract provided.

Department Of Corporations, K. Gleason Huss

California Regulatory Law Reporter

No abstract provided.

Adventures In Finance, Deborah A. Demott

Michigan Law Review

A Review of Finance and Industrial Performance in a Dynamic Economy: Theory, Practice, and Policy by Merritt B. Fox

Japan's High Technology Industries: Lessons And Limitations Of Industrial Policy, Steven R. Englund

Michigan Law Review

A Review of Japan's High Technology Industries: Lessons and Limitations of Industrial Policy edited by Hugh Patrick

Corporations And Society: Power And Responsibility, Sara Anne Engle

Michigan Law Review

A Review of Corporations and Society: Power and Responsibility edited by Warren J. Samuels and Arthur S. Miller

The Bigness Complex: Industry, Labor, And Government In The American Economy, James R. Steffen

Michigan Law Review

A Review of The Bigness Complex: Industry, Labor, and Government in the American Economy by Walter Adams and James W. Brock

The Constitution And The Market For Corporate Control: State Takeover Statutes After Cts Corp., Arthur R. Pinto

William & Mary Law Review

No abstract provided.

The Fiduciary Rights Of Shareholders, John C. Carter

William & Mary Law Review

No abstract provided.

A Perspective To Reconsider Partnership Law, Donald J. Weidner

Florida State University Law Review

The Uniform Partnership Act, unchanged in over seventy years, is being considered for revision by the National Conference of Commissioners on Uniform State Laws. As Reporter to the Drafting Committee, Professor Weidner recommends that the revision process begin with a reconsideration of the fundamentals of partnership law. The drafters of the present act struggled to reconcile the conflicts between the entity and aggregate theories of partnership, conflicts which still permeate partnership law. While theoretical consistency may be desirable, a pragmatic approach to revision requires a structuring of partnership law that will serve the needs of both large and small partnerships. …

A Perspective To Reconsider Partnership Law, Donald J. Weidner

Scholarly Publications

The Uniform Partnership Act, unchanged in over seventy years, is being considered for revision by the National Conference of Commissioners on Uniform State Laws. As Reporter to the Drafting Committee, Professor Weidner recommends that the revision process begin with a reconsideration of the fundamentals of partnership law. The drafters of the present act struggled to reconcile the conflicts between the entity and aggregate theories of partnership, conflicts which still permeate partnership law. While theoretical consistency may be desirable, a pragmatic approach to revision requires a structuring of partnership law that will serve the needs of both large and small partnerships. …

Risk Communication Law And Implementation Issues In The United States And European Community, Michael S. Baram

Faculty Scholarship

Risk communication has become an important element of public policy in the United States and the European Community (E.C.) for reducing technological risks to workers, product users and community residents. The risk communication process involves disclosure by an industrial firm (or other party) of information about the hazardous attributes of its activity or product to a regulatory agency or to persons who may be at risk, thereby facilitating a shared understanding of the risk and enabling interpretation of various risk prevention and response measures.

There are two general patterns of risk communication. One involves industrial disclosure to a government agency, …

Securities Law—Partnerships—Adoption Of An Expansive Test For Defining A Security. Casali V. Schultz, 292 Ark. 602, 732 S.W.2d 836 (1987)., Charles P. Turley

University of Arkansas at Little Rock Law Review

No abstract provided.

8th Annual Seminar On Legal Issues For Financial Institutions, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, M. Brooke Senn, Keith G. Hanley, R. David Lester, David C. Pottinger, John T. Mcgarvey, Gary L. Stewart, Merrit S. Dietz, Phillip H. Schwartz, Helen Davis Chaitman, Neal L. Wolf

Continuing Legal Education Materials

Outline of speakers' presentations from the 8th Annual Seminar on Legal Issues for Financial Institutions held by UK/CLE on March 11-12, 1988.

Vii. Corporate & Securities Law

Washington and Lee Law Review

No abstract provided.

Duty To The Target: Is An Attorney's Duty To The Corporation A Paradigm For Directors?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.