Law Commons^™

Small High Technology Companies And Public Policy: A Legal Analysis, Werner W. Mielke

LLM Theses and Essays

This study analyzes the legal side of the public policy regarding high technology companies. It examines the role of small high technology firms in the national economy. The needs and problems of these firms are analyzed and categorized in order to have an analytical framework in which to examine their relationship with the prevailing legal environment. Finally, on the basis of selected laws and regulations, legal barriers and disincentives and the way to reduce them are examined as well as legal provisions intended to provide incentives and assistance.

Courtroom Closure During Suppression Hearings And More, Randolph N. Jonakait

Other Publications

No abstract provided.

0401: Anonymous Memoranda Book, 1913, Marshall University Special Collections

Guides to Manuscript Collections

Pocahontas county, W.Va. lists of jurors, tax notations, expenses, and memoranda concerning legal matters.

Regulating The Market For Corporate Control: A Critical Assessment Of The Tender Offer's Role In Corporate Governance, John C. Coffee Jr.

Faculty Scholarship

Better answers often await better questions. In the wake of a recent series of provocative articles dealing with contested tender offers, several questions have been vigorously debated:

(1) Should management of the target company be allowed to resist a hostile tender offer in order to remain an independent company? Which, if any, of the various "shark repellent" measures by which a potential target can make itself unattractive to a bidder are justified?;

(2) If defensive tactics were generally forbidden, should the target company's management still be permitted to encourage competing bids thereby creating an auction?; and

(3) Do hostile takeovers …

Fair Dealing Comes Of Age In The Regulation Of Going Private Transactions, Carole Silver

Articles by Maurer Faculty

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Liquidation-Reincorporation: A Sensible Approach Consistent With Congressional Policy, Glenn P. Schwartz

University of Miami Law Review

No abstract provided.

Income And Estate Tax Planning With Subchapter S Corporations, Robert J. Hipple, Barbara C. Hipple

William & Mary Annual Tax Conference

No abstract provided.

Recent Developments Affecting Multiple Corporations: Sections 304, 306, And 338, James P. Holden

William & Mary Annual Tax Conference

No abstract provided.

Demise Of The Director's Duty Of Care: Judicial Avoidance Of Standards And Sanctions Through The Business Judgment Rule, Stuart R. Cohn

UF Law Faculty Publications

Courts love the so-called business judgment rule. It dispenses quickly and easily with derivative actions against corporate directors and officers, and other challenges to corporate conduct. Unfortunately, the business judgment rule has come to mask its underlying premise, i.e. that there must have been a business judgment made. This article examines the dominance of the business judgment rule over the underlying requirement of the duty of care and suggests reform measures that will bring the duty of care back to its appropriate role in determining the merits of management decision-making processes.

Minority Shareholders And Cashout Mergers: The Delaware Court Offers Plaintiffs Greater Protection And A Procedural Dilemma—Weinberger V. Uop, Inc., 457 A.2d 701 (Del. 1983), John T. Mclean

Washington Law Review

Before Weinberger, Delaware law allowed a minority shareholder, dissatisfied with a cashout merger, to seek either the sure but conservative remedy of an appraisal action or the less certain but more liberal remedy of an equitable action. The new fairness action combines allegations of unfair price and unfair dealing. However, the court appears to ground plaintiffs' monetary remedies in the appraisal statute which was designed only to remedy unfair price. More important, the court requires plaintiffs to follow the technical procedures outlined in the appraisal statute. While these procedures allow sufficient time for allegations of unfair price, they would severely …

Utah's Business Name Statutes: "An Open Invitation To Litigation", Richard E. Turley Jr.

BYU Law Review

No abstract provided.

Tax Considerations In Structuring Foreign Investment In The United States, Thomas H. Olsen

BYU Law Review

No abstract provided.

Section 356(A)(2): A Study Of Uncertainty In Corporate Taxation, William J. Rands

University of Miami Law Review

Section 356(a)(2) of the Internal Revenue. Code requires the recipient of boot in a corporate reorganization to treat any gain recognized as a dividend, if the reorganization "has the effect of the distribution of a dividend." This article examines the conflicting interpretations of this section and offers suggested changes in the law. The article also reviews the performance of all three branches of government in developing tax law.

Daily Income Fund, Inc. V. Fox, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Allison V. United States, 83-1 U.S. Tax Cas. (Cch) ¶ 9241 (Ct. App. Fed. Cir. 1983), Peter Doragh

Florida State University Law Review

Partnership Taxation-INTANGIBLE DRILLING COSTS MEET SUBSTANTIAL ECONOMIC EFFECT

Close Corporations And Private Companies Under American And English Law: Protecting Minorities, Stephen J. Leacock

University of Miami Inter-American Law Review

No abstract provided.

Product Liability And The Passage Of Time: The Imprisonment Of Corporate Rationality, James A. Henderson Jr.

Cornell Law Faculty Publications

In theory, the product liability system should induce manufacturers to invest in product safety at the socially optimal level, i.e., the level at which the marginal cost of the investment equals the marginal cost of product-related accidents thereby avoided. In reality, however, this inducement may be weakened by countervailing incentives, causing manufacturers in marginal cases to forgo investment that would appear to be cost-effective. Professor Henderson argues that in these cases corporate rationality has been "imprisoned" by two "real-world" phenomena. First, a manufacturer may postpone product improvements lest they be viewed by potential claimants and juries as a confession of …

Corporate Governance And Minority Rights, A. J. Maclntosh

Dalhousie Law Journal

Anglo-American corporate law has developed on the premise that ordinarily the majority is entitled to rule. Nevertheless, the courts have recognized the dangers in permitting tyranny by the majority and have given relief in cases where they believed the majority was clearly abusing its powers. Courts have had little difficulty in doing this where it was clear that the majority was practising fraud in the sense that it was appropriating to itself property or benefits which, in the view of the courts, belonged to the corporation or, as it was sometimes put, to the body of shareholders as a whole. …

The Take-Over Bid By Private Agreement: The Follow-Up Offer Obligation, Bruce Bailey, Purdy Crawford

Dalhousie Law Journal

The acquisition of control of a public corporation by the private purchase of shares from a controlling shareholder' or a control group has been one of the most controversial issues in corporate and securities law and has been the subject of a continuing debate. 2 The purchase of corporate control raises the fundamental issue of the extent to which a controlling shareholder should be permitted to dispose of his shares at a premium without sharing the premium with minority shareholders. Securities law in the United States does not require equal treatment where control is acquired by private agreement, 3 but …

Limiting The Use Of The Rico Act As A Defense To Hostile Corporate Takeovers, Mary Ann Lesniak

University of Michigan Journal of Law Reform

This Note argues that RICO could be a legitimate defense to a hostile corporate takeover pursuant to a cash tender off er if shareholders who retain stock will be harmed by the takeover. Part I of this Note examines the general background of the RICO Act. Part II applies the Act to a hostile cash tender offer and examines each element of a civil RICO action. Part III advocates the use of RICO's injury requirement to limit this application of the Act and analyzes the potential injuries to shareholders and management during a hostile cash tender offer. This limitation upon …

Article Six Bulk Transfers: Thirty Years Of Confusion, Steven F. Brines

West Virginia Law Review

No abstract provided.

Confronting Close Corporate Status In West Virginia: Alternative Theories To Prevent Abuse To The Detriment Of Creditors, William E. Galeota

West Virginia Law Review

No abstract provided.

The Service Corporation-- Who Is Taxable On Its Income: Reconciling Assignment Of Income Principles, Section 482, And Section 351, Elliott Manning

University of Miami Law Review

In evaluating potential abuses in the creation and operation of service corporations, the courts have been unable to define the proper roles of assignment of income principles and section 482, both of which may under certain conditions require the taxation of such corporations' employee-shareholders, and section 351, which shields certain transfers of income to the corporation. The author, after an analysis of case law and rulings that deal with service and other closely held corporations, proposes a framework in which to harmonize the policies of sections 482 and 351 in light of the assignment of income doctrine.

The Limited Liability Company Act, Richard Johnson

Florida State University Law Review

No abstract provided.

Partnership Allocations: Flipping Through The Substantial Economic Effect Hoops, Frank Rainer

Florida State University Law Review

No abstract provided.

The Subchapter S Revision Act: An Analysis And Appraisal, Glenn E. Coven

Faculty Publications

No abstract provided.

Golden Parachutes: Executiveemployment Contracts, William R. Spalding

Washington and Lee Law Review

No abstract provided.

Cable Franchising And The First Amendment, William E. Lee

Vanderbilt Law Review

In awarding and regulating cable franchises, cities often extract from cable operators promises and conditions such as access channels in exchange for exclusive use of public rights-of-way. Professor William Lee in this Article argues that this cable franchising process violates the first amendment rights of cable operators. Professor Lee rejects the two rationales for municipal cable regulation by contending that cable is not a natural monopoly in every market and that cable's use of public rights-of-way requires content neutral regulation. The exacting of conditions such as access channels, however, is not content neutral regulation. Furthermore, censorship decisions that municipalities require …

The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner

Florida State University Law Review

No abstract provided.