Law Commons^™

Where Have All The Directors Gone: Corporate Director And Officer Liability And Coping With The Insurance Crisis, Richard A. Myers Jr.

Cleveland State Law Review

Smith v. Van Gorkom set in motion a trend of increased exposure for directors and officers of American corporations....Directors and officers insurance may be either unavailable or unaffordable,...As a general rule, the best way to cope with the change in the business environment and the insurance crisis is to plan in advance for it. Through careful corporate structuring and planning, while remaining flexible, a small company can maximize their protection from liability. The factors to consider range from a careful drafting of the corporate articles and bylaws to the creation of captive insurance companies.

The Corporation As Client: Problems, Perspectives, And Partial Solutions, James R. Mccall

Faculty Scholarship

No abstract provided.

Conflict Of Interest In The Board Room - Misconduct "Market Discipline" Cannot Kill, Jayne W. Barnard

Popular Media

No abstract provided.

Competition And/Or Efficiency: A Review Of West German Antimerger Law As A Model For The Proposed Treatment Of Efficiency Promotion Under Section 7 Of The Clayton Act, James F. Ponsoldt, Christian Westerhausen

Northwestern Journal of International Law & Business

As many commentators have noted, the end of Ronald Reagan's presidency likely will engender a renewed debate concerning the proper level of government intervention in business integrations. During the past eight years, the number and size of corporate mergers have risen astronomically. Such unchallenged mergers have occurred while the Reagan Administration and the Democrats in the United States Congress ("Congress") have debated the appropriateness of merger control laws, both in testimony at oversight hearings and in conflicting proposals for amending Section 7 of the Clayton Act ("Section 7"). The purpose of this Article is to demonstrate the need for legislative …

No Exit?: Opting Out, The Contractual Theory Of The Corporation, And The Special Case Of Remedies, John C. Coffee Jr.

Faculty Scholarship

Aloof and insular as corporate law often seems, it cannot remain uninfluenced for very long by developments in the mainstream of American civil law. In that mainstream, there is today flowing a strong, swift current called "tort reform." As currents go, this one is remarkably broad and perhaps a little shallow, but on it floats a number of diverse legislative proposals – ceilings on liability, restrictions on attorneys' fees, greater reliance on alternative methods of dispute resolution, restrictions on joint and several liability and contribution, and the curtailment of punitive damages. All of these proposals flow from the same wellspring: …

Drafting An Effective Greenmail Prohibition, Ronald J. Gilson

Faculty Scholarship

Hostile tender offers have become a recurrent political issue. In recent years Congress has held seemingly endless hearings on the subject, and by now the testimony has settled into a familiar dialogue. Potential acquirers cast themselves as the embodiment of Adam Smith's invisible hand – their activities energize the market for corporate control with the desirable result of improving the efficiency of corporate management. Management of potential targets, in turn, claim the role of Albert Chandler's visible hand – efficient managers who internalize a function previously carried out by an inefficient market. Their argument is that because the market for …

The Uncertain Case For Takeover Reform: An Essay On Stockholders, Stakeholders And Bust-Ups, John C. Coffee Jr.

Faculty Scholarship

In this Article, Professor John Coffee considers under what circumstances there could be a legitimate role for state regulation of tender offers. Professor Coffee suggests that state anti-takeover laws could (but do not) function to protect other stakeholders, including corporate management, in the target corporation where the implicit contract between the corporation and these stakeholders has broken down. He advances a model of corporate directors as mediators between shareholders and stakeholders in order to protect the expectations embodied in a web of implicit and explicit contracts.

Professor Coffee suggests that takeovers would be more palatable if the interests of stakeholders …

The Changing Face Of American Corporate Law Practice, John Flood

Articles by Maurer Faculty

The professions of the 1980s are completely different from the situation in the 1930s. They are now subject to the norms of business rather than the standards of professionalism.1 It is part of the purpose of this article to show that the practice of law has become a business like any other business activity. As a result of this trans formation, the norms and standards so often identified with the professions have eroded.

In the next part of the article, I outline some of the demographic changes that have taken place in the legal profession and the reasons for them. …

Securities Law Fifth Circuit Symposium, Steve Thel

Faculty Scholarship

The Fifth Circuit decided some important securities cases during the survey period and issued some interesting opinions. Although the court consistently claimed a conservative reliance on precedent and seldom acknowledged making new law, it interpreted some well-established doctrine in surprising ways. The past year's opinions in fraud cases provide guidance in the related areas of reliance, damages, and plaintiff's due diligence. The year also witnessed important developments in the law governing the relationship between brokerage firms and their clients. The most spectacular development in this area during the survey year was the October collapse in security prices. In light of …

Recent Developments In The Taxation Of Corporations And Shareholders, Peter P. Weidenbruch Jr.

William & Mary Annual Tax Conference

No abstract provided.

Business Activities Of Tax-Exempts And Affiliates, Jo Ann Blair

William & Mary Annual Tax Conference

No abstract provided.

Conversion Of Regular Corporation To Pass-Through Entity, Peter L. Faber

William & Mary Annual Tax Conference

No abstract provided.

Choice Of Entity: C Corporation Versus Pass Through Entities, Gail Levin Richmond

William & Mary Annual Tax Conference

No abstract provided.

1986 Tax Reform Act: Alternative Minimum Tax On Corporations (Section 55, Irc And Section 701(A) Act), Paul Broderick

William & Mary Annual Tax Conference

No abstract provided.

1986 Tax Reform Act (Tra) Limitations On Net Operating Loss Carryforwards (Sections 382 And 383, Irc And Section 621, Act), Paul Broderick

William & Mary Annual Tax Conference

No abstract provided.

Passive Activity Loss Limitations, Allan G. Donn

William & Mary Annual Tax Conference

No abstract provided.

Choice Of Entity: Pass Through Entities, John W. Lee

William & Mary Annual Tax Conference

No abstract provided.

Installment Sales After The Tax Reform Act Of 1986, Thomas P. Rohman

William & Mary Annual Tax Conference

No abstract provided.

Commercial Bribery And The Sherman Act: The Case For Per Se Illegality, Franklin A. Gevurtz

University of Miami Law Review

No abstract provided.

The Due Process Clause And The Commerce Clause: Two New And Easy Tests For Nexus In Tax Cases, Thomas E. Mchugh, R. Michael Reed

West Virginia Law Review

No abstract provided.

Ex Parte Interviews With Enterprise Employees: A Post-Upjohn Analysis, Louis A. Stahl

Washington and Lee Law Review

No abstract provided.

Corporate Behavior And The Social Efficiency Of Tort Law, John A. Siliciano

Cornell Law Faculty Publications

No abstract provided.

Don't Take It Personally - Limited Liability For Attorney Shareholders Under Florida's Professional Service Corporation Act, James M. Grippando

Florida State University Law Review

Multimillion dollar lawsuits and rising malpractice insurance premiums have heightened professional interest in limited liability. In this Article, James M. Grippando examines limited liability as it applies to Florida professional service corporations with attorney shareholders. Grippando provides a detailed analysis of the Florida Professional Services Corporation Act and the court decisions construing it. He concludes that the Act as written provides limited liability for professionals in general and discusses public policy considerations courts have weighed and should weigh in determining whether attorneys in particular should enjoy limited liability.

An Overview Of The 1987 Arkansas Business Corporation Act, Timothy D. Brewer

University of Arkansas at Little Rock Law Review

No abstract provided.

Qualitative Standards For Qualified Securities: Sec Regulation Of Voting Rights, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Teaching Skills In A Business Law Setting: A Course In Business Lawyering, David R. Herwitz

Journal of Legal Education

No abstract provided.

Directors' Standard Of Care And Directors' Liability Under The Virginia Stock Corporation Act

Washington and Lee Law Review

No abstract provided.

Alleging Demand Futility In Federal Court

Washington and Lee Law Review

No abstract provided.

Is Silence Golden? A Director's Duty To Disclose Preliminary Merger And Acquisition Negotiations , Lawrence G. Nusbaum, Iii, David C. Young

Washington and Lee Law Review

No abstract provided.

Employee Equity Incentive Plans For Small Companies: A Proposal For A Specific Registration Exemption From The 1933 Act

Washington and Lee Law Review

No abstract provided.