Law Commons^™

Multinationals Revisited, John M. Niehuss

Michigan Law Review

A Review of Storm over the Multinationals--The Real Issues by Raymond Vernon

On Petition For A Writ Of Certiorari To The United States Court Of Appeals For The Sixth Circuit, Brief Of The Federal Bar Association As Amicus Curiae, The Upjohn Company, Et Al. V. United States Of America, Et Al., Thomas G. Lilly, Alfred F. Belcuore, Paul F. Rothstein, Ronald L. Carlson

U.S. Supreme Court Briefs

This case presents the question of whether communications between employees of a corporation and an attorney representing that corporation are entitled to the full protections of the attorney-client privilege only when the employees are those responsible for deciding and directing the corporation's response to the attorney's legal advice.

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

Scholarly Publications

No abstract provided.

Limiting Conglomerate Mergers: The Need For Legislation, Joseph F. Brodley

Articles by Maurer Faculty

No abstract provided.

Because All The World Was Not New York City: Governance, Property Rights, And The State In The Changing Definition Of A Corporation, 1730-1860, Hendrik Hartog

Articles by Maurer Faculty

No abstract provided.

Young V. Valhi, Inc. : Extended Protection To Minority Shareholders In Freeze-Out Mergers, 12 J. Marshall J. Prac. & Proc. 683 (1979), David A. Schlanger

UIC Law Review

No abstract provided.

German Merger Control: A European Approach To Anticompetitive Takeovers, Rolf Belke, W. David Braun

Northwestern Journal of International Law & Business

European free-market countries recently have begun to enact more laws regulating mergers and joint-ventures, with Germany at the forefront. In this article, Messrs. Belke and Braun intensively analyze the German merger control law, including the criteria that necessitate a report to the German Cartel Office, its application of the substantive merger control rules, and possible exceptions to an anti-merger ruling. They also explore the impact of the German law on international mergers and joint-ventures. Finally, they discuss in detail the first two German Supreme Court decisions that construed the substantive rules and contrast them with similar American cases.

The Effects Of United States Antitrust Laws On The International Operations Of American Firms, Melvin Schwechter, Richard Schepard

Northwestern Journal of International Law & Business

United States antitrust laws increasingly have affected the international activities of U.S. corporations. The business community maintains that these laws have hurt international operations. In this article, Messrs. Schwechter and Schepard consider five major areas of concern to American businessmen: potential antitrust attacks upon licensing agreements, use of the foreign sovereign compulsion doctrine as an antitrust defense, subject matter jurisdiction and discovery, application of the "rule of reason" to international joint ventures, and the multifaceted nature of antitrust enforcement. They then discuss the Justice Department's response to the business community and propose several recommendations that should help United States firms …

Extraterritorial Effect Of The Registration Requirements Of The Securities Act Of 1933, Peter John Mitchell Rohall

Villanova Law Review (1956 - )

No abstract provided.

The Attorney-Client Privilege: A Look At Its Effect On The Corporate Client And The Corporate Executive, E. Elizabeth Perlman

Indiana Law Journal

No abstract provided.

Stock Appreciation Rights And The Sec: A Case Of Questionable Rulemaking, Stuart R. Cohn

UF Law Faculty Publications

A stock appreciation rights (SARs) program is a form of deferred incentive compensation. Grantees are awarded SAR-units representing an equal number of the grantor’s equity shares currently being traded in public markets. SARs provide grantees the benefit of stock ownership without equity interest, investment, or risk of loss. Stock appreciation rights programs offer various advantages over other forms of executive compensation and have grown rapidly in number. These advantages include the availability of benefits without the requirement of monetary payments, the utilization of SARs as an interest-free form of financing the purchase of stock under tandem stock option programs, the …

Gabhart V. Gabhart: An Indiana Response To Corporate Freeze-Outs, Ronald B. Given

Indiana Law Journal

No abstract provided.

Because All The World Was Not New York City: Governance, Property Rights, And The State In The Changing Definition Of A Corporation, 1730-1860, Hendrik Hartog

Buffalo Law Review

No abstract provided.

The Constitutional Rights Of Corporations Revisited: Social And Political Expression And The Corporation After First National Bank V. Bellotti, Charles O'Kelley

Faculty Articles

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 …

Liabilities In Excess Of Basis: Focht, Section 357(C)(3) And The Assignment Of Income, Glenn E. Coven

Faculty Publications

No abstract provided.

Director And Audit Committee Responsibilities Relating To Perquisites, Charles B. Tomm

Washington and Lee Law Review

No abstract provided.

Special Elections: The Use Of Sections 6166, 6166a And 303 Of The Internal Revenue Code, Edwin T. Hood, Linda L. Chalstrom, Peter W. Brown

Faculty Works

No abstract provided.

Reconciling National Interests In The Regulation Of International Business, Stanley J. Marcuss, Dale P. Butland

Northwestern Journal of International Law & Business

In an increasingly integrated world where political and economic issues are deeply intertwined, the regulation of international business activity raises complex problems in international law. The existence of the multinational corporation, which is possessed of multiple identities and therefore subject to the jurisdiction of both "home" nations, where it is headquartered, and "host" nations, where its subsidiaries are located, makes the potentiality of jurisdictional disputes among nations particularly acute. While attempts to apply United States law to American foreign subsidiaries virtually ensures conflicts among jurisdictions, excusing subsidiaries from compliance with domestic law could seriously undermine comprehensive regulatory activity. It could …

Allocation Of Scarce Goods Under Section 2-615 Of The Uniform Commercial Code: A Comparison Of Some Rival Models, James J. White

Articles

Section 2-615 of the Uniform Commercial Code authorizes a contract seller to allocate goods in short supply when full performance has become commercially impracticable. Most of the cases under and commentary on that section have focused on the issue of commercial impracticability. The allocation aspects of the section have attracted much more modest attention in the cases and in the scholarly journals. The purpose of this article is to examine critically the allocation rule set out in section 2-615(b). That subsection authorizes a seller, upon a finding of commercial impracticability, to allocate "in any manner which is fair and reasonable." …

Department Of Justice Opinion Letter, Patricia M. Wald

Vanderbilt Journal of Transnational Law

The Department of Justice supports the main purpose of these bills, that is, expeditious exposure of, and effective opposition to, secret cartel arrangements supported by foreign governments that cause direct injury in U. S. commerce. The Department of Justice also welcomes support for accelerated efforts toward international resolution of restrictive anticompetitive business practices. However, the Department, for the reasons stated above, recommends against enactment of H.R. 13921 and H.R. 13922 in their present forms.

We do believe the continued exploration and discussion of the need for enactment of a reporting requirement for foreign, governmentally-involved, cartels would be worthwhile. We have …

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Choice Of Entities For Holding Real Estate: Corporations, Leonard L. Silverstein

William & Mary Annual Tax Conference

No abstract provided.

Choice Of Entities For Holding Real Estate: Historical Structures And Low Income Housing, Bruce S. Lane

William & Mary Annual Tax Conference

No abstract provided.

Choice Of Entities For Holding Real Estate: Real Estate Investment Trusts, John Schwieters

William & Mary Annual Tax Conference

No abstract provided.

Choice Of Entities For Holding Real Estate: Partnerships, Alan J.B. Aronsohn

William & Mary Annual Tax Conference

No abstract provided.

Insider Transactions Under The 1940 Act, Tamar Frankel

Faculty Scholarship

No abstract provided.

Proposed Legislative Solutions To Tax Shelter Partnership Abuses - The End Of The Aggregate Concept?, Thomas E. Settles

Vanderbilt Law Review

This Note first will set forth the Treasury Department's perception of the present abuses of tax shelter partnerships and will analyze existing procedural rules, the Treasury Department's proposed amendments, and the House of Representatives' proposed amendments in light of these abuses. Next, the Note will examine the substantive law of Subchapter K and will attempt to point out the probable effects of the proposed amendments on the aggregate concept of partnerships, on substantive partnership tax law, and on the viability of the partnership form of business. Finally, this Note will propose a solution to the problem of tax shelter partnership …

Federal Taxation-Reorganizations-Distribution Of Boot To Shareholders Of Merged Corporation Taxable As Dividend, Not Capital Gain-Shim Berg V. United States

BYU Law Review

No abstract provided.

Post-Dissolution Liabilities Of Shareholders And Directors For Claims Against Dissolved Corporations, D. Gilbert Friedlander, P. Anthony Lannie

Vanderbilt Law Review

This Article initially will explore the nature and extent of shareholders' and directors' liabilities for contingent claims against the dissolved corporation by examining section 105 of the Model Business Corporation Act and the case law of those states that have adopted the Model Act.' Two purposes underlying the Model Act are uniformity and progressive resolution of issues inadequately resolved by the common law or earlier statutes. An exhaustive analysis of the case law under section 105 of the Model Act, however,reveals that both purposes have been frustrated, if not defeated. First, uniformity among jurisdictions, as well as within each Model …

Limited Partnership—Limited Control Through A Corporate General Partner—Frigidaire Sales Corp. V. Union Properties, Inc., 88 Wn. 2d 400, 562 P.2d 244 (1977), Lawrence Repeta

Washington Law Review

Plaintiff entered into a contract to sell appliances to a limited partnership. The contract was signed on behalf of the limited partnership by two officers of its corporate general partner. The officers each owned fifty percent of the outstanding shares of the corporation. In addition, they each held a limited partner's unit in the limited partnership. When the partnership failed to pay installments due, plaintiff brought an action against the corporate general partner and against its two officers as individuals. The assertion of personal liability was based on a provision of the limited partnership statute under which limited partners may …