Law Commons^™

Competing Merger Offers - Disclosure And Related Problems, Law Review Staff

Vanderbilt Law Review

An attractive company that makes known its desire to find a merger partner or announces an agreement in principle to merge with another corporation is likely to receive multiple inquiries or multiple offers from acquisition-minded corporations. This Note examines various problems and duties confronting a publicly held company' that receives multiple merger inquiries and offers. The starting point for this analysis is one court's directive that a proxy statement soliciting shareholder approval of a merger recommended by management must disclose competing merger offers from third parties if such offers are "definitive" and "may" be more advantageous to the shareholders than …

Federal Income Tax Classification Of Limited Partnerships Formed Under The Revised Uniform Limited Partnership Act Symposium - Limited Partnership Act., Bruce D. Haims, Marcus H. Strock

St. Mary's Law Journal

Abstract Forthcoming.

Introduction Symposium - Limited Partnership Act - Introduction., Brockenbrough Lamb Jr.

St. Mary's Law Journal

Abstract Forthcoming.

Recent Amendments Of Partnership Tax Law - Complexities Prevent Meaningful Reform., Peter M. Wolverton, Jerry B. Gwin Jr.

St. Mary's Law Journal

Abstract Forthcoming.

The Financial Provisions Of The Revised Uniform Limited Partnership Act: Articles 5 And 6 Symposium - Limited Partnership Act., William A. Gregory

St. Mary's Law Journal

Abstract Forthcoming.

An Examination Of Articles 3, 4 And 9 Of The Revised Uniform Limited Partnership Act Symposium - Limited Partnership Act., W. Edward Sell

St. Mary's Law Journal

Abstract Forthcoming.

Limited Partner Derivative Suits Symposium - Limited Partnership Act., Harold Gill Reuschlein

St. Mary's Law Journal

Abstract Forthcoming.

Assuring Fairness In Corporate Mergers: Recent State Trends

Washington and Lee Law Review

No abstract provided.

Individual Liability Of Agents For Corporate Crimes Under The Proposed Federal Criminal Code, Stephen D. Goodwin

Vanderbilt Law Review

In discussing the contours of individual liability under section 403, this Note has not attempted to criticize the section's draftsmanship or counsel against its adoption. The philosophy of liability reflected in section 403 wisely avoids the imposition of vicarious liability on corporate officials. The defendant's personal misconduct, failure to act, or reckless failure to supervise invoke the sanctions of the provisions. In addition, subsections (b) and (c) provide a theoretical underpinning for punishing omissions that is preferable to the indicia of artificial "participation" relied upon in former state and federal cases.

This Note has also attempted to establish some limitations …

Tender Offers And Bidder Access To Target Company Shareholder Lists

BYU Law Review

No abstract provided.

Keys To Unlock The Interlocks: Dealing With Interlocking Directorates, Richard P. Murphy

University of Michigan Journal of Law Reform

The use of interlocking directorates by American industrial and commercial corporations is widespread. Section 8 of the Clayton Act has been interpreted as prohibiting only interlocks between directly competing firms. There are other kinds of interlocks with substantial anticompetitive effects, however, that have essentially escaped any regulation under the antitrust laws. This article will examine whether the deleterious effects of unregulated interlocks should be a source of concern. It will conclude that these interlocks should not remain unregulated because they are presumptively anticompetitive, produce problems that section 8 was designed to address, and conflict with the basic goals of the …

Restructuring The Corporate Board Of Directors: Fond Hope--Faint Promise?, Lewis D. Solomon

Michigan Law Review

Reforms, then, have been instituted, and an extensive literature on corporate reform has developed. It is time that we seriously examine the reforms and the literature to assess the accomplishments and possibilities of the corporate board of directors. This Article is a first step in that direction.

The Article begins by investigating the reasons for the impotence of corporate boards. It then examines two models of reformed boards and finds both models badly flawed. The Article proceeds to case studies of three corporations-Mattel, Inc., Northrop Corp., and Lockheed Corp.-which under court· order have attempted to reform their boards by increasing …

Jurisdiction Over The Corporate Agent: The Fiduciary Shield, Thomas H. Sponsler

Washington and Lee Law Review

No abstract provided.

Guidelines For Articles Of Incorporation And By-Laws, John R. Uhrich, Philip A. Henderson, J. David Aiken

Department of Agricultural Economics: Faculty Publications

A growing number of farm and ranch owners are incorporating their farm or ranch businesses. In many instances, the farm or ranch operation has been incorporated primarily for estate planning purposes. Others have incorporated for income tax advantages, to limit liability, or for other reasons. The privilege to operate as a Nebraska based corporation is granted by the Nebraska Business Corporation Act. The Act requires an annual meeting of shareholders, election of directors, separate recordkeeping of corporate transactions, and the filing of annual reports4 with the State of Nebraska. Faih.,!re to comply with these statutory requirements can result in revocation …

Pfizer, Inc. V. India: Foreign Sovereigns' Standing To Sue For Treble Damages, 12 J. Marshall J. Prac. & Proc. 187 (1978), Gary M. Shaw

UIC Law Review

No abstract provided.

Updating The Mccandless Doctrine: Taxing Of Reasonable Compensation Paid By Closely-Held Corporations, 12 J. Marshall J. Prac. & Proc. 113 (1978), John J. Vondran

UIC Law Review

No abstract provided.

Toward Constitutionalizing The Corporation: A Speculative Essay, Arthur S. Miller

West Virginia Law Review

No abstract provided.

Santa Fe Industries, Inc. V. Green: An Analysis Two Years Later, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In 1977, the Supreme Court decided Santa Fe Industries, Inc. v. Green. Although the outcome of that decision should have surprised no one, since the trend of the Court clearly had been to constrict the scope of the federal securities legislation, the case was a major decision that will have a substantial impact on the development of corporate law in this country. Indeed, it may turn out to be one of the most significant corporate cases decided by the Supreme Court in recent years. Since by this point the dust has settled from the case, it seems appropriate to …

Tax Consequences For Corporate Divisions Of The Family Farm Corporation, Edwin T. Hood, John D. Shores, Charles S. Triplett

Faculty Works

No abstract provided.

The California Statutory Close Corporation: Gateway To Flexibility Or Trap For The Unwary?, William K.S. Wang

Faculty Scholarship

No abstract provided.

Corporate Taxation - Net Operating Loss Carryovers Do Not Make Otherwise Worhtless Stock Valuable In The Hands Of The Corporate Shareholder, Jennifer Berke

Villanova Law Review (1956 - )

No abstract provided.

Securities Law - Rule 10b-5 - Oral Executory Contract To Purchase Securities Held To Provide Sufficient Basis For Standing To Bring Private 10b-5 Action, And Fraud Occuring During The Pendency Fo The Executory Contract Held To Be In Connection With The Purchase Of Securities, Lisa S. Hunter

Villanova Law Review (1956 - )

No abstract provided.

The Interface Between Securities Act 3(A)(10) And Ohio Revised Code 1707.04: Utilitarian Considerations For Ohio Mergers And Corporate Reorganization Transactions, Robert N. Rapp

Cleveland State Law Review

It is the purpose of this article to examine the interface between Securities Act § 3(a) (10) and Ohio Rev. Code § 1707.04, and to highlight the utility of the combination for Ohio corporate transactions. Subpart II below analyzes the significant background considerations which underlie the new-found importance of § 3(a) (10). It is followed in Subpart III by in-depth consideration of the interface itself. And finally, the application and utilization of the Ohio provision are analyzed in Subpart IV.

Enforcement Of Proxy Regulations In Parent-Subsidiary Mergers

Washington and Lee Law Review

No abstract provided.

Soft Information: The Sec's Former Exogenous Zone, Ted J. Fiflis

Publications

No abstract provided.

Obtaining Jurisdiction Over Corporations In Virginia, Robert E. Draim, Emily M. Trapnell

University of Richmond Law Review

A working familiarity with the jurisdictional principles and procedures involved in initiating legal proceedings against both domestic and foreign corporations is essential to the successful resolution of the issues involved in such corporate litigation. The important individual and societal interests involved in corporate litigation highlight the necessity of bringing the corporate defendant within the jurisdiction of the state's courts.

The Securities And Exchange Commission And Corporate Democracy, Joel Seligman

Scholarship@WashULaw

On April 28th of last year, the Securities and Exchange Commission announced it would begin a comprehensive reexamination of the shareholders' role in corporate governance. After receiving close to one hundred and fifty letters of comment, the Commission commenced hearings on September 29th in Washington D.C.

Few issues are so worthy of the Commission's concern. Under state corporation law, shareholders have the power to nominate and elect members of the board of directors. Today this power is virtually meaningless in publicly held corporations. The vast majority of shareholders vote by proxy. But neither state nor federal law guarantees shareholders access …

The Professional Corporation: An Overview, Halford I. Hayes

University of Richmond Law Review

The purpose of this comment is to provide a newly formed, moderate-sized legal firm or the beginning legal individual practitioner with a broad overview of the benefits and problems that a professional corporation [hereinafter PC] offers when compared to a partnership or individual proprietorship structure. The emphasis here will be on the availability of in-depth material in the field along with the governing Internal Revenue Code and Treasury Regulations sections.

Community Development Corporations: A Legal Analysis, John T. Baker

Articles by Maurer Faculty

No abstract provided.

Take-Over Bid Disclosure Act, Elliott H. Dejarnette

University of Richmond Law Review

The recent changes in the Take-Over Bid Disclosure Act by the General Assembly in its 1978 session are essentially a return to the shorter time limit requirements that existed prior to the 1977 amendment to the Virginia Code. As before, the offeror company which is contemplating a take-over of another corporation's stock [hereinafter referred to as the target corporation] must file with the State Corporation Commission [hereinafter referred to as SCC] and with the registered agent of the target corporation a statement which contains all information required by § 13.1-531(b). This filing must be made twenty days prior to such …