Law Commons^™

Old Macdonald (Inc.) Has A Farm... Maybe Or Nebraska's Corporate Farm Ban: Is It Constitutional, Roger D. Colton

University of Arkansas at Little Rock Law Review

No abstract provided.

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

Scholarly Publications

No abstract provided.

The Relevance Of Fresh Investment To The Characterization Of Corporate Distributions And Adjustments, Glenn E. Coven

Faculty Publications

No abstract provided.

Origins Of Tax Law: The History Of The Personal Service Corporation, J. Timothy Philipps, James S. Mcnider, Iii, Daniel E. Riley

Washington and Lee Law Review

No abstract provided.

European Merger Control: Legal And Economic Analyses On Multinational Enterprises, Volume 1, Michigan Law Review

Michigan Law Review

A Review of European Merger Control: Legal and Economic Analyses on Multinational Enterprises, Volume 1 edited by Klaus Hopt

Bankruptcy Law In Perspective: A Rejoinder, Theodore Eisenberg

Cornell Law Faculty Publications

Professor Harris challenges my argument that bankruptcy reform takes place in an environment too isolated from the rest of the legal world. He also challenges each of the three illustrations I offered to support my thesis. Discussion of his views on the environment in which reform occurs is best deferred until after discussion of his analysis of my three illustrations.

Government Enforcement Policy Of Section 7 Of The Clayton Act: Carte Blanche For Conglomerate Mergers?, Joseph P. Bauer

Journal Articles

This Article argues that the Department of Justice's recently articulated enforcement intentions with respect to conglomerate mergers are inconsistent with the case law applying section 7 of the Clayton Act to these transactions and also represent unsound policy. Part I will review the conglomerate merger jurisprudence of the past two decades - looking at the theories that have been used to challenge them, at the important judicial decisions interpreting and applying those theories, and at the Guidelines adopted by the Department of Justice in 1968 to codify these developments. It will then briefly discuss certain developments regarding conglomerate mergers the …

Collaterally Estopping The Clever Donor: Privity One Step Further, 16 J. Marshall L. Rev. 573 (1983), Vincenzo J. Chimera

UIC Law Review

No abstract provided.

Corporate Governance: A Director's View, Bryan F. Smith

University of Miami Law Review

The Draft Restatement prescribes the composition and activities of boards of directors. Based on his experience as a member of several corporate boards, the author is convinced that these requirements would have a harmful impact on corporate governance.

The Draft Restatement impedes directors' responses to the corporation's needs by stipulating the number and role of independent directors and mandating monitoring activities, by requiring a "rational basis" for business judgments, and by relaxing procedural barriers to derivative suits. These formal requirements emphasize restraint at the expense of effective governance. The board of directors should remain free to meet the changing demands …

The Power Struggle Between Shareholders And Directors: The Demand Requirement In Derivative Suits, Tamar S. Frankel, Wayne M. Barsky

Faculty Scholarship

This article examines the demand shareholders must make on a corporation's board of directors prior to bringing a derivative suit. ... Presented with the question of whether the court would give effect to a decision of a committee of disinterested directors to terminate a shareholder derivative suit alleging directors' breach of fiduciary duties, the court ruled that even if the special committee was truly disinterested and independent, "[t]he Court should determine, applying its own independent business judgment, whether the [corporation's] motion [to dismiss the derivative action] should be granted." ... A derivative suit is one of the means for conducting …

Corporations - Mergers - Delaware Redefines Entire Fairness Test For Cash-Out Mergers And Suggests More Liberal Appraisal Remedy, Ellen V. Kittredge

Villanova Law Review (1956 - )

No abstract provided.

Ancillary Relief In Federal Securities Law: A Study In Federal Remedies, George W. Dent

Faculty Publications

After describing the history and current practice of ancillary relief in federal securities law, this Article analyzes the general law of federal remedies and ancillary relief, including ancillary relief in other areas of administrative law, recent developments in federal equity, statutory interpretation, and federal common law, and implied statutory remedies. The Article then examines pertinent aspects of the federal securities laws, including their legislative history and recent judicial interpretations. On this basis the Article recommends both a general approach to ancillary relief in federal securities law and responses to problems of specific remedies. Finally, the Article discusses ancillary relief under …

Successor Liability In Washington: When A Successor Should Be Liable For A Predecessor's Products Liability—Meisel V. M & N Modern Hydraulic Press Company, Robert C. Manlowe

Seattle University Law Review

This note examines the problem of products liability in the context of modern corporate practice. First, this note addresses products liability doctrine and its underlying rationale. Next, the note focuses on the conflict between the policies underlying the products liability doctrine and the traditional successor liability rules. Finally, this note examines the manner in which the modern rule resolves this inherent conflict and Meisel’s effect on that rule, concluding that the Washington courts should adopt the modern rule without limitations.

The Attorney-Client Privilege And The Corporate Client: Where Do We Go After Upjohn?, Michigan Law Review

Michigan Law Review

Part I of this Note examines two of the more popular standards, the Seventh Circuit's "subject matter test" and the Eighth Circuit's "modified subject matter test" and concludes that neither approach is entirely consistent with the purposes of the privilege. Part II argues that the courts should adopt the Eighth Circuit's test with two further modifications. One revision is but a demand for clarification and consistency: the courts should explicitly adopt Dean Wigmore's legal advice requirement for corporate clients. The other modification is more radical: the command requirement should be eliminated. Under this approach, every employee may stand in the …

United States V. Vogel Fertilizer Co. Harmonizing With Congress: The Court Requires The Treasury To Tune Up, 16 J. Marshall L. Rev. 601 (1983), Kenneth Kopicki

UIC Law Review

No abstract provided.

Economically Motivated Relocations Of Work And An Employer's Duties Under Section 8(D) Of The National Labor Relations Act: A Three-Step Analysis , Edward P. O'Keefe, Seamus M. Tuohey

Fordham Urban Law Journal

As industrial technology has progressed, large businesses have restructured in order to attract capital, resources, and customers. As a result, many employers have dislocated or outright terminated large numbers of their workforces. This Article addresses the legal and practical issues which arise under the National Labor Relations Act in connection with fundamental alterations of a business enterprise. In a series of administrative decisions and federal court actions, the National Labor Relations Board has sought to limit employer attempts to implement sweeping changes to their operations without prior consultation, and in certain circumstances prior agreement, with bargaining representatives of affected employees. …

The Modernization Of Corporate Law: An Essay For Bill Cary, Melvin Aron Eisenberg

University of Miami Law Review

The business reality to which corporate law relates is constantly evolving. The author argues that in many critical areas, corporate statutory law has failed to evolve alongside that business reality, with the result that much of the statutory law is obsolescent and in need of modernization. After discussing some of the institutional reasons for this statutory obsolescence, he illustrates the problem by discussing the areas of corporate combinations, shareholders' informational rights, corporate distributions, and corporate structure, and describes how a few statutes have managed to deal with the underlying issues in these areas in a realistic manner. He concludes by …

The Role Of The Board Of Directors: The Ali And Its Critics, Victor Brudney

University of Miami Law Review

No abstract provided.

The American Law Institute's Draft Restatement On Corporate Governance: The Business Judgment Rule, Related Principles, And Some General Observations, Marc I. Steinberg

University of Miami Law Review

No abstract provided.

Section 14(E) Of The Williams Act And The Rule 10b-5 Comparisons, Mark J. Loewenstein

Publications

The passage of the Williams Act in 1968 added a set of provisions to the Securities Exchange Act of 1934 to govern tender offers. In this article, Professor Loewenstein examines the antifraud provision of the Williams Act, codified as section 14(e) of the Securities Exchange Act of 1934, and the development of decisional law under it. After discussing the propriety of inferring a private cause of action from section 14(e), Professor Loewenstein argues that the judiciary's reliance on rule 10b-5 precedents to set the bounds of the 14(e) cause of action is unwarranted. He concludes: 1) that scienter should not …

Products Liability Of Successor Corporations: A Policy Analysis, George L. Lenard

Indiana Law Journal

No abstract provided.

Corporate And Institutional Accident Investigations As Work Product Pursuant To The Rules Of The Supreme Court Of Virginia, William Todd Benson

University of Richmond Law Review

If the magnitude of the mishap so warrants, many businesses immediately call their insurance adjuster or other accident investigator. In some of the larger businesses, accident investigation and insurance have become in-house operations. This quick reflex toward early fact investigation is prompted, in part, by a healthy respect for the potentiality of claims arising out of the day to day conduct of business affairs. When a suit against such company ultimately is ified and discovery sought, an issue often arises concerning whether early institutional investigations are "work product" for purposes of the federal or Virginia rules of civil procedure. This …

Post-Contractual Arbitrability After Nolde Brothers: A Problem Of Conceptual Clarity, Arthur S. Leonard

Articles & Chapters

In Nolde Brothers, Inc. v. Local No. 358, Bakery & Confectionery Workers Union,' the Supreme Court held that a labor-management grievance dispute which arose after the expiration of a collective bargaining agreement might, under certain circumstances, be compulsorily arbitrable even though no successor agreement providing for arbitration had been entered into by the parties.2 In so holding, however, the Supreme Court was imprecise in articulating the factors underlying its determination,3 leaving to the lower courts and the National Labor Relations Board (Board) the considerable task of adopting the broadly phrased Nolde rationale-a presumption of continuing arbitrability- to differing situations where …

Partnership Level Proceedings: Policies, Procedures And Planning, Claudine Ausness

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

The Business Judgment Rule In The Context Of Termination Of Derivative Suits By Independent Committees, James D. Cox, Donald E. Schwartz

Faculty Scholarship

No abstract provided.

A Symposium On The Ali Corporate Governance Project, James S. Mofsky, Robert D. Rubin

University of Miami Law Review

No abstract provided.

Corporate Governance Eludes The Legal Mind, Kenneth R. Andrews

University of Miami Law Review

Professor Andrews argues that the American Law Institute's Principles of Corporate Governance and Structure: Restatement and Recommendations fails to consider the recent evolution of the large publicly held corporation and the relationship among shareholders, the board, and management. He suggests that the legal and management communities work together to solve the problems in corporate governance.

Protections For Corporate Shareholders: Are Major Revisions Needed?, David S. Ruder

University of Miami Law Review

No abstract provided.

Panel Discussion

University of Miami Law Review

No abstract provided.