Law Commons^™

Tax Exempt Bond Provisions, Hugh L. Patterson, Guy R. Friddell, William W. Harrison

William & Mary Annual Tax Conference

No abstract provided.

Federal Elections Commission V. Massachusetts Citizens For Life, Inc., Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Cts Corp. V. Dynamics Corporation Of America, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

New Limited Liability For Florida Limited Partners, Donald J. Weidner

Scholarly Publications

No abstract provided.

Target Litigation, Michael Rosenzweig

Michigan Law Review

In Part I, I explore the motives of litigious target managers. I briefly examine the takeover defense literature and empirical evidence regarding the frequency of target litigation, both of which indicate that target managers usually sue bidders in order to defeat unwanted takeover attempts. I also suggest that judicial reactions to target lawsuits largely confirm this hypothesis.

I then discuss, in Part II, target management's conflict of interest in control contests and the particular strategic considerations that lead target managers to sue hostile bidders. I argue that target litigation is peculiarly likely to be frivolous and, based on a study …

Shareholders Versus Managers: The Strain In The Corporate Web, John C. Coffee Jr.

Michigan Law Review

Part I will seek to understand why firms trade in the stock market at a substantial discount from their asset value. It will answer that existing theories of the firm have not given adequate attention to a critical area where shareholders and managers have an inherent conflict, one that the existing structure of the firm does not resolve or mitigate. Despite the significant changes in the internal structure of the corporation over the last half century that have been described by business historians, there remains a deep internal strain between shareholders, on the one hand, and managers and employees, on …

Free Speech And Corporate Freedom: A Comment On First National Bank Of Boston V. Bellotti, Carl E. Schneider

Articles

The corporation was born in chains but is everywhere free. That freedom was recently affirmed by the United States Supreme Court in First National Bank of Boston v. Bellotti. In Bellotti, the Court overturned a Massachusetts criminal statute forbidding banks and business corporations to make expenditures intended to influence referenda concerning issues not "materially affecting" the corporation's "property, business, or assets." In doing so, the Court confirmed its discovery that commercial speech is not unprotected by the first amendment and announced a novel doctrine that corporate speech is not unprotected by the first amendment. Although several years have …

Contribution By Feeder Corporation To Parent Foundation: Crosby Valve Revisited

Washington and Lee Law Review

No abstract provided.

Making Subchapter S Work, Glenn E. Coven

Faculty Publications

No abstract provided.

Unocal Corp. V. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), David R. Singleton

Florida State University Law Review

Corporate Law-CORPORATIONS MAY EXCLUDE RAIDERS FROM DEFENSIVE SELF-TENDER OFFERS IN WARDING OFF HOSTILE TAKEOVERS

Start-Up Costs, Section 195 And Clear Reflection Of Income: A Tale Of Talismans, Tacked-On Tax Reform And A Touch Of Basics, John W. Lee

Faculty Publications

No abstract provided.

The Continuous Ownership Requirement: A Bar To Meritorious Shareholder Derivative Actions?

Washington and Lee Law Review

No abstract provided.

Structuring Limited Partnership Offerings Recent Developments , Fred A. Little, Robert A. Robbins

Washington and Lee Law Review

No abstract provided.

The Tender Offer: In Search Of A Definition

Washington and Lee Law Review

No abstract provided.

Moran And The Poison Pill: A Target's Savior?

Washington and Lee Law Review

No abstract provided.

Extension Of The Minimum Open Tender Offer Period: Regulation Of Defensive Takeover Tactics Via The Business Judgment Rule

Washington and Lee Law Review

No abstract provided.

Applying The Federal Reserve Board's Margin Lending Rules To Restrict The Use Of Junk Bonds In Hostile Corporate Takeovers

Washington and Lee Law Review

No abstract provided.

Down But Not Out-The Lock-Up Option Still Has Legal Punch When Properly Used

Washington and Lee Law Review

No abstract provided.

Corporate Takeovers And Corporations: Who Are They For?, Lyman P. Q. Johnson

Washington and Lee Law Review

No abstract provided.

Selected Issues In State Business Taxation, Walter Hellerstein

Scholarly Works

This Article surveys selected issues in state business taxation. The topics were chosen with the hope that they would be of general interest to the conference for which this Article originally was prepared. The Article therefore eschews the detailed case analysis that typifies much of the law review writing about state and local taxation--including my own--and focuses instead on broader policy and economic questions that those concerned with state business taxation should find no less important. Part II of this Article considers business taxes and state tax incentives. Part III discusses federal and state tax conformity. Part IV addresses a …

Chemical Industry Accidents, Liability, And Community Right To Know, Michael S. Baram

Faculty Scholarship

The Bhopal, India tragedy and other industrial accidents (e.g., Seveso, Flixborough, Mexico City, Institute, WV) have frightened the citizens of developed and undeveloped countries. These accidents, along with numerous hazardous waste problems, have led to a dramatic loss of public confidence in chemical industry management and their safety experts. The occurrence of such accidents also provides vivid evidence of the serious gap between government legislative promises and government performance in the actual control of industrial hazards.'

As a result, persons who believe they have been injured or put at risk by industry are now using tort law to secure private …

Suing In The Right Of The Corporation: A Commentary And Proposal For Legislative Reform, Lawrence A. Larose

University of Michigan Journal of Law Reform

This Article is premised on the belief that the derivative action is uniquely susceptible to strike suit litigation-that is, actions with little or no substantive merit but pursued to exploit the nuisance value inherent in litigation. Although there is historic support for the notion of "pernicious and vexing" derivative litigation, some modern evidence suggests that the vast majority of publicly held companies experience no derivative litigation. Commentators, however, have questioned both the validity of the modern evidence and the conclusions derived from it. Despite these criticisms, observers of the present vitality of the derivative action, far from characterizing it as …

Beyond Upjohn: The Attorney-Client Privilege In The Corporate Context, Michael L. Waldman

William & Mary Law Review

No abstract provided.

Corporate Social-Reform, The Business Judgment Rule And Other Considerations, Robert N. Leavell

Scholarly Works

In recent years there has been a well-publicized movement to induce corporations to use their economic wealth and power to achieve "social-reform," rather than carry on as usual by professing to be guided only by profit-making. Social change is sought by allowing shareholders to make, or influence directly, those management decisions which significantly affect the quality of life in this country. This approach has found support on college campuses and among the commentators in this field. The Securities Exchange Commission and the courts also have endorsed this approach by legitimating such a role for shareholders despite the fact that it …

The American Law Institute Principles Of Corporate Governance And The Derivative Action: A View From The Other Side, Douglas M. Branson

Washington and Lee Law Review

No abstract provided.

Minnesota's Control Share Acquisition Statute And The Need For New Judicial Analysis Of State Takeover Legislation, Lyman P. Q. Johnson

Scholarly Articles

Conventional wisdom holds that corporate takeovers benefit both shareholders and society in general. In examining the constitutionality of state takeover statutes, numerous courts have uncritically adopted this view of takeovers. As a result, they have consistently invalidated state statutes as burdening interstate commerce, both by depriving shareholders of premiums and supposedly impeding an efficient reallocation of resources. This conventional wisdom has been challenged by recent empirical evidence on the adverse efficiency effects of many mergers. In light of this evidence indicating a divergence of investor and other interests in takeovers, Professor Lyman Johnson argues for revised judicial analysis of takeover …

Filling In The Gap Left By Congress: What Is The Statute Of Limitations For Private Rico Claims?, Barbara Black

Faculty Articles and Other Publications

In increasing number, victims of business fraud are bringing lawsuits under the Racketeer Influenced and Corrupt Organizations Act (RICO). Since the statute does not set out a time limit for bringing suit, the courts must determine the appropriate statute of limitations. Malley-Duff & Associates, Inc. v. Crown Life Insurance Co. illustrates the difficulties Congress creates for the courts when it fails to provide a limitations period. RICO makes it illegal to engage in a "pattern of racketeering activity" for certain illegal purposes. A "pattern of racketeering activity" consists of at least two acts of "racketeering activity" within a ten-year period. …

Aronson And Its Progeny: Limiting Derivative Actions Through Demand Requirements, 19 J. Marshall L. Rev. 571 (1986), Andrew Emerson

UIC Law Review

No abstract provided.

The Liability Of Corporations And Shareholders For The Capitalization And Obligations Of Subsidiaries Under German Law, Maximilian Schiessl

Northwestern Journal of International Law & Business

The Federal Republic of Germany, one of the United States' main trading partners, has a rather different approach to the liability of a parent corporation for the debts of its subsidiaries. In the United States, the affiliated enterprises doctrine is generally viewed as a subcategory of the piercing the corporate veil doctrine. Under German law, there is a sharp distinction between the general rules on piercing the corporate veil, which may also be applied to a parent-subsidiary relationship, and the special legal framework governing the Konzernrecht (law of affiliated enterprises). German corporation law is based on the assumption that in …

Santa Clara Revisited: The Development Of Corporate Theory, Morton J. Horwitz

West Virginia Law Review

No abstract provided.