Law Commons^™

Casenotes: Corporations — Securities Law — Definition Of Security — Federal Securities Laws Applicable To Sale Of A Business Effectuated By A Stock Sale Of All The Business's Stock. Landreth Timber Co. V. Landreth, 105 S. Ct. 2297 (1985), Jeff Cook

University of Baltimore Law Review

No abstract provided.

Business Judgment Rule: A Benchmark For Evaluating Defensive Tactics In The Storm Of Hostile Takeovers, Brian D. Wenger

Villanova Law Review (1956 - )

No abstract provided.

Dual Class Capitalization: A Reply To Professor Seligman, George W. Dent

Faculty Publications

Professor Joel Seligman's article, Equal Protection in Share- holder Voting Rights: The One Common Share, One Vote Contro- versy,' is an impressive accomplishment in many respects. It confirms his status as premier historian of our securities laws and markets.2 It also provides a powerful analysis of, and the first se- rious argument against, dual class capitalization, and proposes a thoughtful solution to the problems it raises. Despite these formi- dable assets, some of Professor Seligman's conclusions are debata- ble. First, Professor Seligman argues that the Securities and Exchange Commission (SEC) can impose on the National Associa- tion of Securities Dealers …

Takeover Defense Tactics: A Comment On Two Models, Jeffrey N. Gordon, Lewis A. Kornhauser

Faculty Scholarship

One of the most important debates of current corporate law practice and scholarship is about the appropriate role of target management confronted with a takeover bid. The controversy turns on the identification of a criterion for evaluating takeovers and target management defensive tactics. An influential body of opinion contends that maximization of shareholder wealth is the appropriate criterion because, first, traditional notions of fiduciary duty generally require managers to act in the shareholders' interest, and, second, shareholder wealth maximization is seen as the best available proxy for social wealth maximization. On this view, takeovers are desirable because they can increase …

Introduction To The Edwin S. Cohen Tax Symposium: An Overview Of Business Taxation, Michael J. Graetz

Faculty Scholarship

It is an honor and pleasure for me to be here today to launch this symposium on current tax reform topics in honor of Edwin S. Cohen on the occasion of his retirement from the University of Virginia as Professor of Law. This is the second occasion I have been asked to speak honoring Ed Cohen on his retirement and, knowing him well, I look forward to many more of his retirements in years ahead.

My assignment today is to provide a brief overview of issues in business taxation. I was tempted simply to repeat the program for this symposium, …

The Interpretation Of Means Expressions During Prosecution, R. Carl Moy

Faculty Scholarship

This article briefly explains how the scope of a claim including a means expression is determined both under the PTO view and a strict application of the statutory language. The lack of consensus and current state of the law in the area are illustrated through an analysis of several recent decisions of the Federal Circuit. The policies underlying the PTO and statutory methods of interpreting means expressions during prosecution are examined in an effort to demonstrate that the statutory method more effectively furthers the policies underlying the patent system.

Limited Liability And Corporate Groups, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.

Golden Parachutes: Ripcords Or Rip Offs, 20 J. Marshall L. Rev. 237 (1986), Gregory A. Clark

UIC Law Review

No abstract provided.

Leveraged Buyout, Management Buyout, And Going Private Corporate Control Transactions: Insider Trading Or Efficient Market Economics?, Patrick S. Dunleavy

Fordham Urban Law Journal

According to one commentator, a particularly troublesome form of insider trading abuse has developed in the past decade without full public discussion of its ethics or its legality. This abuse has spurred significant commentary. Corporate control transactions of this type, known as "insider leveraged buyouts," management buyouts, and going private, have totaled billions of dollars. On their face, these deals, regardless of their specifics, raise the most basic questions of whether security holders are getting the legal and ethical protection they require and, by law, deserve. It is a fundamental precept of the theory of going private that different groups …

Analyzing The Competitive Effects Of Mergers: Is There Anything Special About Railroads, Robert S. Stillman

Cleveland State Law Review

Empirical evidence demonstrates that mergers, on average, create value for shareholders of the merging firms. The relevant question from an antitrust perspective, however, is the source of these gains. Increased efficiency is one possibility. It is also possible that in some cases merger gains derive not from enhanced efficiency, but rather from an enhanced ability to realize "monopoly profits." To determine whether a proposed merger is likely to be pro- or anti-competitive, economists often follow the approach outlined in the United States Justice Department's Merger Guidelines and ask whether the merger seems likely to facilitate collusion. In reviewing the competitive …

Mppaa Withdrawal Liability Assessment: Letting The Fox Guard The Henhouse, Daniel A. Etna

Fordham Urban Law Journal

This student note discusses Congress's attempt to regulate group pension plans, and thus protect employees whose employers withdraw from those plans, through the Multiemployer Pension Plan Amendment Act of 1980. The author traces the history of multi-employer pension programs, including union and corporate plans, Taft-Hartley plans, and ERISA accounts, which were created through 1974 legislation (the Employee Retirement Income Security Act). The author discusses how liability arises under each type of plan when an employer decides to withdraw, juxtaposing the resulting liability with the consequences of voluntary arbitration. The author suggests an alternative, to insure the employer's removal from the …

Procedures For Meetings And Organizations, Innis Christie

Innis Christie Collection

Why would an academic psychologist and an academic engineer write a book about "how to set up organizations" and run their meetings? The authors do not answer that question in their preface so we are free to speculate that this is their escape from the "meeting madness" that threatens every academic. They have attempted not only to bring some order into that omnipresent aspect of their own lives but also to share the fruits of their efforts with the rest of us in this very fine handbook.

Unprofitable Mergers: Toward A Market-Based Legal Response, George W. Dent

Faculty Publications

The reams of commentary on corporate mergers, acquisitions, and tender offers have focused largely on protection of shareholders of acquired (or target) companies from both the depredations of acquiring (or raider) companies and the cupidity of their own managements in either negotiating the terms or obstructing the accomplishment of transactions. Virtually no attention has been paid to the plight of shareholders of acquiring companies devastated by unwise acquisitions. This oversight is surprising: some acquisitions have been spectacular disasters, destroying hundreds of millions of dollars in the value of the acquiring company's stock.1 Nor are these isolated cases: on average, acquisitions …

Loss Of Rail Competition As An Issue In The Proposed Sale Of Conrail To Norfolk Southern: Valid Concern Or Political Bogeyman, Mark D. Perreault, Nancy S. Fleischman

Cleveland State Law Review

The Department of Transportation's plan to return Consolidated Rail Corporation (Conrail) to the private sector by selling the federal government's controlling interest to Norfolk Southern Corporation has, not surprisingly, been the subject of a spirited debate in the transportation and political community since its announcement in February, 1985. Critics have said that the sale proposal "runs directly contrary to [antitrust] policy goals" and would have a serious, adverse effect on competition. The proposal is a "flagrant violation of antitrust laws and would create an unconscionable monopoly." The purpose of this article is to examine the legal standards historically and currently …

Annual Survey Of Virginia Law: Business And Corporate Law, David R. Ruby

University of Richmond Law Review

This article reviews recent developments in the law affecting Virginia businesses and corporations. The most significant development was the enactment by the 1985 session of the Virginia General Assembly of a completely revised Virginia Stock Corporation Act (the "Revised Act"), which generally became effective January 1, 1986. This article does not review the entire Revised Act, but instead focuses on the powerful anti-takeover devices contained in the Revised Act and all of the amendments pertaining to the Revised Act enacted by the 1986 session of the Virginia General Assembly. Additionally, this article will review judicial developments, including the establishment by …

Jurisdiction: Foreign Plaintiffs, Forum Non Conveniens, And Litigation Against Multinational Corporations, Mark A. Chinen

Faculty Articles

This article outlines the litigation against multinational corporations. Specifically, it investigates a case brought against a United States-based corporation, Union Carbide, that owned 51% of stock in an Indian corporation that was responsible for a chemical plant gas leak. The leak resulted in the death of 2,100 people and the injuring of over 200,000. The intricacies of the case are discussed.

The Role Of Efficiency Justifications In U.S.-American And West German Merger Control Law: A Comparison, Christian Westerhausen

LLM Theses and Essays

When merger control laws first emerged in the United States and West Germany in the early 1900s, some businessmen and economists argued that the efficiency of businesses was impeded by antimerger laws. They contended that only very large businesses could realize significant efficiencies, be internationally competitive, and attain technological progress. This paper analyzes the role that these efficiency arguments had on the laws in West Germany and the United States, respectively. German law mainly upheld the idea that preservation of competition was most important for business efficiency, but also included a provision that firms could put forward the social desirability …

Clarifying The Attempt To Monopolize Offense As An Alternative Protectionist Legislation: The Conditional Relevance Of "Dangerous Probability Of Success", James F. Ponsoldt

Scholarly Works

The wounded condition of several major American industries, including steel and textiles, resulting from foreign ‘predatory’ conduct has generated much commentary. At the same time, private spokesmen for our institutionalized business interests, including the financial community, have bemoaned American balance of trade figures, blaming them on such ‘impediments' to our export trade as foreign trade barriers and domestic antitrust laws. The two trade problems suggest a common theme: foreign governments have been unfairly aiding their business interests by protecting monopolized or cartelized foreign markets from American business penetration while also subsidizing, directly or indirectly, foreign invasion of certain targeted American …

The Character Of A Partner's Distributive Share Under The "Substantial Economic Effect" Regulation, Alan Gunn

Journal Articles

Partnership income and deductions are allocated according to the amount and the character of each partner's distributive share. This article examines the ways in which the section 704(b) regulations apply the "substantial economic effect" test to character allocations. It argues that it is important to distinguish allocations of character from allocations of amounts to understand these regulations. This is because tests that the regulations apply to character issues have to do with source-measurement correspondence and proration, while amounts are determined according to economic effect in the capital account sense. Although the regulations' rules for character allocations purport to define "substantiality," …

The Regulation Of Insider Trading In Germany: Who's Afraid Of Self-Restraint, Joseph Blum

Northwestern Journal of International Law & Business

From near total destruction forty-one years ago, the Federal Republic of Germany has emerged as the fourth wealthiest industrialized nation. Yet despite this wealth, the German capital markets remain miniscule in comparison to those of other industrialized nations. This development has had a significantly adverse effect on the ability of German companies to raise equity capital. The aversion of individual Germans to invest in equity securities can be explained on a number of levels. First, many investors find that fixed-rate bonds and similar securities provide equal if not better yields than stocks, without the concomitant risk. Another significant reason that …

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

Faculty Scholarship

"We have entered the era of the two-tier, front-end loaded, bootstrap, bust-up, junk-bond takeover." —Martin Lipton

Until recently, takeovers typically involved larger firms digesting smaller firms, a process that most theorists have assumed was driven by the pursuit of synergistic gains. Lately, however, this dynamic has dramatically reversed itself. To a considerable extent, the large conglomerate is now the target, and such prototypical conglomerate firms as General Foods, Richardson-Vicks, Beatrice, Revlon, SCM, CBS,USX, and Anderson, Clayton and Co. have either been acquired or forced to restructure themselves within the last three years alone. The new bidder in turn tends to …

Industry Self-Regulation And The Useless Concept "Group Boycott", Robert Heidt

Articles by Maurer Faculty

No abstract provided.

Depositions Of Corporations: Problems And Solutions-Fed. R. Civ. P. 30(B)(6), M. Minnette Massey

Articles

No abstract provided.

Limiting Losses Attributable To Nonrecourse Debt: A Defense Of The Traditional System Against The At-Risk Concept, Glenn E. Coven

Faculty Publications

No abstract provided.

Of Lollipops And Law -- A Proposal For A National Policy Concerning Tender Offer Defenses, Ted J. Fiflis

Publications

Early last year, Mesa Petroleum Company made a tender offer for shares of Unocal Corporation in an effort to take over Unocal. Unocal responded by using the "lollipop" defense, which is a discriminatory issuer self-tender offer. Unocal's use of this defense resulted in huge economic losses to many of Unocal's small shareholders who were not knowledgeable about the ramifications of their participation or non-participation in the tender offer. The Delaware Supreme Court upheld Unocal's use of this defense as an appropriate exercise of business judgment. A federal district court in California refused to strike down the lollipop under federal law …

Disposition Of The Corporation Or The Corporate Business, N. Jerold Cohen

William & Mary Annual Tax Conference

No abstract provided.

The Federal Income Tax Consequences Of The Admission Of A New Partner After The 1984 Act, Glenn E. Coven

William & Mary Annual Tax Conference

No abstract provided.

Leveraged Buyouts In Bankruptcy, David G. Carlson

Articles

No abstract provided.

Perspectives On Market Share Liability: Time For A Reassessment, Keith S. Miller, John D. Hancock

West Virginia Law Review

No abstract provided.

Involuntary Dissolution As A Remedy For Freeze-Outs Of Minority Shareholders: Two West Virginia Statutes, D. Christopher Wells

West Virginia Law Review

No abstract provided.