Law Commons^™

Rebuttal: The Individual Or The Firm? Focusing The Threat Of Criminal Liability, John C. Coffee Jr.

Faculty Scholarship

I cannot disagree with much of what Mr. Crane has said in his very articulate presentation. One must be careful about trying to prove too much. I have not argued against individual criminal liability, but I do not believe we can rely on it exclusively. Let me therefore confine my reply to this question and to Mr. Crane's criticisms of my equity fine proposal.

Making The Punishment Fit The Corporation: The Problem Of Finding An Optimal Corporation Criminal Sanction, John C. Coffee Jr.

Faculty Scholarship

To be "present at the creation," in Dean Acheson's felicitous phrase, is always an honor. In addition, to be present at the commencement of what I expect will be a sustained and fruitful tradition at this law school, namely, the Governor Thompson Lectureship, is a second honor. Finally, let me express my thanks to Dean Bainbridge for a third honor: the compliment implicit in the 2 to 1 odds he has arranged today. Both Norval Morris and Mark Crane are men with distinguished careers in quite different fields of the law. If I am confident of one thing today, it …

Corporate Filings In Ohio: A Procedural Guide, Anthony J. Celebrezze Jr., John J. Biancamano

Cleveland State Law Review

The office of the Secretary of State is the official repository for records relating to profit and non-profit Ohio corporations, foreign corporations licensed to transact business in this state and a number of other business related filings. Procedures for most filings with the Secretary of State are spelled out in various chapters of the Ohio Revised Code and forms for many of the transactions are readily available. Nevertheless, more than ten percent of the documents submitted for filing in 1980 were rejected for failure to comply with Code requirements. The rejection of a document causes obvious problems for the filing …

The Right To Financial Privacy Act: New Protection For Financial Records, Lorena Kern Davitt

Fordham Urban Law Journal

This Comment looks at the right of financial privacy and Congress' recent attempt to recognize it. It goes on to analyze the Financial Privacy Act. Finally, the Comment examines the origins of the Act, the various provisions of the Act, and the problems associated with the Act.

Standing Under Section 14(E) Of The Securities Exchange Act Of 1934: May A Tender Offeror Sue For Injunctive Relief?, James A. Scaduto

Fordham Urban Law Journal

This Note examines certain legal issues arising out of the increasing popularity of cash tender offers as a means for gaining control of public companies. Specifically, this Note will examine The Williams Act and its protection against possible fraud committed by parties attempting to use cash tender offers to take control of a company. Next, the Note will review the U.S. Supreme Court decision Piper Aircraft, Inc. v. Chris-Craft Industries, Inc. to see if a tender offeror can sue for damages under section 14(e) of Securities Exchange Act of 1934 if it is defrauded by another tender offeror.

Rule 10b-5: Birth Of The Concept Of Market Insider And Its Application In A Criminal Case - United States V. Chiarella, John J. Murphy

Fordham Urban Law Journal

This Note examines the necessity of the expansion of the "market insider" by the Second Circuit Court of Appeals in United States v. Chairella. It goes on to analyze whether or not the criminal conviction under Rule 10b-5 of Chiarella was appropriate given the lack of notice.

The Double Jeopardy Of Corporate Profits, Constantine N. Katsoris

Buffalo Law Review

No abstract provided.

Redemption Of Stock Under The Model Business Corporation Act And The Virginia Stock Corporation Act, Daniel T. Murphy

University of Richmond Law Review

The Model Business Corporation Act (hereinafter the "Model Act") has been in existence for more than twenty-five years, and has served as the paradigm for the revised corporation statutes of approximately twenty-five states, including Virginia. Despite its age, certain of its provisions have been infrequently applied and interpreted in judicial opinions. One such set of provisions is that dealing with a corporation's right to redeem shares of its stock. The purpose of this article is to analyze the Model Act's provisions regarding the redemption of shares; and to review, in contrast thereto, the relevant provisions of the Virginia stock corporation …

The Fiduciary Responsibilities Of A Surviving Partner Acting As Executor Of The Deceased Partner's Estate, Sandra L. Randleman

Vanderbilt Law Review

This Note examines the nature of the fiduciary duty in the situation in which an executor/surviving partner must decide whether to consent to a continuation of the partnership business after dissolution and in the situation in which the surviving partner has an option to purchase the deceased partner's interest in the partnership under the terms of a partnership agreement. After separately considering the nature of the fiduciary duties of an executor and a surviving partner, the Note discusses the degree to which the fiduciary loyalty that an executor/surviving partner owes the deceased partner's estate governs his decision on whether to …

Corporate Officers Beware - Your Signature On A Negotiable Instrument May Be Hazardous To Your Economic Health, Tom Holland

Articles, Chapters in Books and Other Contributions to Scholarly Works

No abstract provided.

Cost-Benefit Analysis: An Inadequate Basis For Health, Safety, And Environmental Regulatory Decisionmaking, Michael S. Baram

Faculty Scholarship

The use of cost-benefit analysis in agency decisionmaking has been hailed as the cure for numerous dissatisfactions with governmental regulation. Using this form of economic analysis arguably promotes rational decisionmaking and prevents health, safety, and environmental regulations from having inflationary and other adverse economic impacts. Closer analysis, however, reveals that the cost-benefit approach to regulatory decisionmaking suffers from major methodological limitations and institutional abuses. In practice, regulatory uses of cost-benefit analysis stifle and obstruct the achievement of legislated health, safety, and environmental goals.

This Article critically reviews the methodological limitations of cost-benefit analysis, current agency uses of cost-benefit analysis under …

Double Jeopardy Of Corporate Profits, The , Constantine N. Katsoris

Faculty Scholarship

The more one reads about our economy, the more one is baffled and alarmed. Permanent solutions to economic problems are elusive. Treating one financial malaise often aggravates another sector of the economy, necessitating a delicate balancing of conflicting interests. Furthermore, the problems are complicated by the constant influence of foreign forces. Nevertheless, most economists agree that any solution will require enormous funding. Unfortunately, the public has little, if any, confidence in our tax system. Indeed, some tax laws and proposals have been referred to as "obscene" and a "disgrace to the human race." Few quarrel with the aptness of such …

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Fairness In Freezeout Transactions: Observations On Coping With Going Private Problems, James Robert Lyons Jr.

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Redemption Of Stock Under The Model Business Corporations Act And The Virginia Stock Corporation Act, Daniel T. Murphy

Law Faculty Publications

The Model Business Corporation Act (hereinafter the "Model Act") has been in existence for more than twenty-five years, and has served as the paradigm for the revised corporation statutes of approximately twenty-five states, including Virginia. Despite its age, certain of its provisions have been infrequently applied and interpreted in judicial opinions. One such set of provisions is that dealing with a corporation's right to redeem shares of its stock. The purpose of this article is to analyze the Model Act's provisions regarding the redemption of shares; and to review, in contrast thereto, the relevant provisions of the Virginia stock corporation …

Abandoning Bankruptcy Law's "Identity Of Interest" Exception, Michigan Law Review

Michigan Law Review

Section I of this Note discusses the goals and weaknesses of the identity of interest exception; Section II explains the advantages of consolidation and novation; and the final Section suggests a way to separate cases where novation is appropriate from those where consolidation is the preferred remedy.

Estate Planning For Subchapter S Corporation Stock, Barbara B. Hipple

William & Mary Annual Tax Conference

No abstract provided.

Survival Of Rights Of Action After Corporate Merger, Michigan Law Review

Michigan Law Review

Once a corporation ceases to exist, most courts permit neither primary nor derivative suits to be brought in its name. If a merger precipitates that corporate demise, courts usually hold that standing to sue, like other assets of the "merged" corporation, passes to the surviving corporation. This Note ponders the merit of that rule of passage.

Section I categorizes the cases defining the rule of passage. Some courts have steadfastly adhered to the rule and denied standing to the merged corporation's shareholders. Other courts, fearing that the rule would preclude meritorious actions, have created exceptions allowing these shareholders to sue …

Redemptions Under Section 303, Emeric Fischer

William & Mary Annual Tax Conference

No abstract provided.

Optional Adjustments To Basis Of Partnership Property On Transfer Of Partnership Interests, Donald J. Weidner

William & Mary Annual Tax Conference

No abstract provided.

Corruption And The Foreign Corrupt Practices Act Of 1977, Fredric Bryan Lesser

University of Michigan Journal of Law Reform

This article first discusses the business activities and competing interests which prompted congressional action. Part II analyzes the FCPA and attempts to solve the ambiguities inherent in the criminalization provisions, thereby clarifying which activities are proscribed by the FCPA and what is meant by the Act's corruption requirement. Finally, Part III examines the possibilities for multinational agreements prohibiting bribery.

The Constitutional Rights Of Corporations Revisited: Social And Political Expression And The Corporation After First Nationial Bank V. Bellotti, Charles R.T. O'Kelley

Scholarly Works

The Supreme Court has addressed only a few occasions the extent to which corporations enjoy those constitutional rights so fundamental to private citizens. In this article Professor O'Kelley discusses the inherent difficulty in applying familiar constitutional principles to corporations and examines those cases in which the Supreme Court has either extended or denied to corporations various constitutional rights. Finding that two underlying conceptual doctrines -- the Field rational and the associational rationale -- have guided the Court in previous decisions in this area, he then applies these doctrines in an analysis of the recent Supreme Court decision in First National …

Accounting And Accountability: Overview Of The Accounting Provisions Of The Foreign Corrupt Practices Act Of 1977, Thomas E. Baker

Washington and Lee Law Review

No abstract provided.

Corporate Governance And The Outside Director - A Modest Proposal, Victor M. Earle, Iii

Washington and Lee Law Review

No abstract provided.

The Curse Of Corporate Control: A Mutual Insurance Company-A Brief On Behalf Of Society, David Cowan Bayne

BYU Law Review

No abstract provided.

Reflections On Section 382: Searching For A Rationale, J. Clifton Fleming Jr.

BYU Law Review

No abstract provided.

Book Reviews: Two Cheers For Capitalism / Does Freedom Work?, Henry Aaron

Vanderbilt Law Review

Although Kristol's book is vastly better than Devine's--both in style and in content--the two books suffer from a common short-coming. Kristol sees a central institution of modern capitalism--the corporation-under aggressive attack, and seeks to defend it. One may disagree with his appraisal of the risks, and resent his tendency to tar all critics with the inanities of the most extreme, but he has a strong case to make-that the rise of modern American capitalism has been a magnificent success story. This success has required an uneasy cooperation between free-market institutions and collective restraints and modifications of market outcomes. By seeing …

A New Look At The Section 119 Meals And Lodging Exclusion, Steven Luby

West Virginia Law Review

One of the most problematic areas of income tax law has been the excludability of various employee fringe benefits from taxable income. This article examines the appropriate tax treatment of one type of fringe benefit-meals furnished by an employer to his employee. Prior to 1954 the excludability of the value of meals furnished by an employer was dependent upon whether the factual circumstances of the case satisfied a "convenience of the employer" rule developed by administrative rulings and case law. In 1954 Congress attempted to end the confusion surrounding the excludability of meals furnished by an employer by enacting section …

Ambivalent Reflections On Regulation, Roberta S. Karmel

Faculty Scholarship

No abstract provided.