Law Commons^™

Beyond The Shut-Eyed Sentry: Toward A Theoretical View Of Corporate Misconduct And An Effective Legal Response, John C. Coffee Jr.

Faculty Scholarship

Like hard cases, festering scandals make bad law. As public perceptions shift so that conduct once tolerated becomes seen as illicit, political pressures develop that can result in hastily improvised responses by the legal system to fill the newly perceived vacuum. This generalization is advanced to question neither the inalienable right of the public to be scandalized, nor the need for corporate reform, but to approach a highly problematic dilemma: hurried, moralistic responses to a perceived evil often prove not only ineffective, but even counterproductive. The serious student of complex organizations may recognize this assertion as a slightly altered variant …

Liquidated Damages, Penalties And The Just Compensation Principle: Some Notes On An Enforcement Model And A Theory Of Efficient Breach, Charles J. Goetz, Robert E. Scott

Faculty Scholarship

For more than five centuries, strict judicial scrutiny has been applied to contractual provisions which specify an agreed amount of damages upon breach of a base obligation. Although the standards determining the enforceability of liquidated damage clauses have developed novel and labyrinthine permutations, their motivating principle has remained essentially immutable. For an executory agreement fixing damages in case of breach to be enforceable, it must constitute a reasonable forecast of the provable injury resulting from breach; otherwise, the clause will be unenforceable as a penalty and the non-breaching party will be limited to conventional damage measures.

The historical genesis of …

Case On Corporations--Including Partnerships And Limited Partnerships By Robert W. Hamilton, John B. Mcadams

Kentucky Law Journal

No abstract provided.

Voluntary Recapitalizations, Fairness, And Rule 10b-5: Life Along The Trail Of Santa Fe, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

Compensating The Promoter-General Partner, Martin B. Cowan

William & Mary Annual Tax Conference

No abstract provided.

Collapsible Partnerships, Michael S. Applebaum

William & Mary Annual Tax Conference

No abstract provided.

Constructive Cash Distributions, John W. Lee

William & Mary Annual Tax Conference

No abstract provided.

The Corporate General Partner In A Limited Partnership, Henry Weiler

William & Mary Annual Tax Conference

No abstract provided.

Initial Pitfalls Associated With Use Of The Limited Partnership, Michael T. Madison

William & Mary Annual Tax Conference

No abstract provided.

Business Associations, Joseph Epps Claxton

Mercer Law Review

This survey article deals with recent Georgia cases and statutes in the areas of partnerships, corporations, securities regulation, and utilities.

Definition Of Control In Secondary Distributions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Section 2(11) of the Securities Act of 1933 (Act) generally subjects the sale of securities by a person "controlling an issuer" to the same rules that govern the sale of securities by an issuer. Accordingly, before a "control" person may sell the securities he holds in the controlled corporation he must either register them with the Securities and Exchange Commission (Commission) or qualify for an exemption from the registration requirement. While the Act clearly requires that a "control" person either register or qualify for an exemption, it fails to define "control." Thus, the task of defining has fallen to the …

Gasoline Marketing Divestiture Statutes: A Preliminary Constitutional And Economic Assessment, Hunter M. Meriwether, James C. Smith

Vanderbilt Law Review

This Note has traced the recent developments in the oil industry and in gasoline marketing that have led to the enactment of divestiture statutes in three states and their consideration by the legislatures in many others. The statutes are essentially of two types: those prohibiting the owning or leasing of marketing outlets by vertically integrated oil companies and those prohibiting or limiting the operation of retail outlets with company employees. Both types of statutes, however, have as their primary aim the exclusion of the majors as competitors at the retail level. This is thought to be necessary to prevent anticompetitive …

Treasury Shares And Pre-Emptive Rights: Schwartz V. Marien, Barbara G. Edman

Buffalo Law Review

No abstract provided.

Products Liability--Assumption Of Liability In Sale Of Assets, James Ronald Snyder

West Virginia Law Review

One of the usual factors to be considered in the acquisition of one corporation by another is whether the transferee is to assume the transferor's liabilities. Often the intent of the parties can be effectuated by choosing one form of acquisition over another. For example, if the parties intend that the transferee assume all of the liabilities of the transferor, the transaction could be structured as a merger because, by operation of law, the transferee assumes all of the transferor's liabilities in a merger. On the other hand, if the parties decide that the transferee will assume none of the …

Justice Joseph Story's Doctrine Of Public And Private Corporations And The Rise Of The American Business Corporation, R. Kent Newmyer

Faculty Articles and Papers

No abstract provided.

The Corporate Law Curriculum, James S. Mofsky

Journal of Legal Education

No abstract provided.

Labor Law--Arbitration--Duties Of Successor Employer, James A. Varner

West Virginia Law Review

No abstract provided.

Corporations--1975 Amendments To The West Virginia Corporations Act, Robert Dean Fisher

West Virginia Law Review

No abstract provided.

A Reconsideration Of The Stock Market Exception To The Dissenting Shareholder's Right Of Appraisal, Robert H. Jerry Ii

Faculty Publications

Legislation has attempted to balance fairly the interests of the dissenting shareholder against the corporation's need to reorganize in response to changing economic conditions. The bull market that lasted through 1972 persuaded many drafters of corporate statutes that a dissenting shareholder's interests were adequately protected if he could sell his shares on the market. Accordingly, they promulgated the stock market exception to limit the situations in which the appraisal remedy might inhibit needed corporate flexibility. Low stock prices during 1973 and 19741 have generated a need to reassess this balancing of interests and to reconsider the desirability of the stock …

Is Georgia On Their Minds?--Some Legal Aspects Of Investment And Trade By Foreign Business Enterprises, Gabriel M. Wilner, Terry K. Smith

Scholarly Works

This article will focus on the legal environment within the State in regard to foreign investment and trade. In making this survey it is also necessary to note briefly the full context in which foreign investment and trade is accomplished. The State cannot act or fail to act in areas dictated by the economic, political, and social philosophies held by its citizens. Likewise, the State cannot act in areas in which the Federal Government has acted pursuant to the United State Constitution. Among the areas in which the State is prohibited or preempted from acting are foreign affairs, especially in …

Corporations - Director Liability - The Standard Of Director Liability For A Corporate Violation Of Section 1982 - Tillman V. Wheaton-Haven Recreation Association

BYU Law Review

No abstract provided.

State Taxation Of Interstate Business And The Supreme Court, 1974 Term: Standard Pressed Steel And Colonial Pipeline, Walter Hellerstein

Scholarly Works

It was an item of more than routine interest when the Supreme Court, late in the 1973 term, noted probable jurisdiction in two cases raising issues of central importance with respect to state tax power over interstate business. Standard Pressed Steel Co. v. Department of Revenue presented critical questions concerning due process and commerce clause limitations on a state's power to impose an unapportioned gross receipts tax on an interstate vendor; Colonial Pipeline Co. v. Traigle posed the recurring and unresolved question of the scope and vitality of the doctrine that the “privilege” of doing interstate business is immune from …

The Tax Shelter: A Reappraisal, 10 J. Marshall J. Prac. & Proc. 67 (1976), Fred A. Little, Fred Dasner

UIC Law Review

No abstract provided.

The Corporate Patent - Reform Or Retrogression, Mary Helen Sears

Villanova Law Review (1956 - )

No abstract provided.

Financial Disclosure By Small Corporations, Russell J. Bruemmer

University of Michigan Journal of Law Reform

This note will focus upon the desirability of compelling financial disclosure by corporations not subject to control under the existing federal securities legislation, which includes the vast majority of American corporations. While differing in degree and extent of application to corporations of varying sizes, the benefits derived from disclosure by large, widely-held corporations would also be obtained when disclosure is made by smaller, less widely-held corporations. The extension of federal or state disclosure requirements to corporations of all sizes and ownership dispersions, requiring them to place financial information before their shareholders at least once each year, is suggested.

Pooling Agreements Under The New California General Corporation Law, William K.S. Wang

Faculty Scholarship

No abstract provided.

Derivative Suits: Director Demand Under Rule 23.1 And Section 36(B) Of The Investment Company Act, Archie E. Williams, Jr.

Fordham Urban Law Journal

In 1882, the Supreme Court first established the conditions precedent to an ordinary derivative action by the shareholders of a corporation. Now after over nine decades of common law development, the present conditions are embodied in Rule 23.1 of the Federal Rules of Civil Procedure. Of relatively recent interest, however, is the relationship between that Rule and section 36(b) of the Investment Act of 1940 (Act), which authorizes a derivative action by the shareholders of a registered investment company. This Note will focus on one aspect of that relationship--the requirement that a plaintiff make a demand upon the corporation's directors …

Recent Tax Court Case Suggests Expanded Use Of Multiple Corporations, Edwin T. Hood

Faculty Works

No abstract provided.

Partnership Allocations, Donald J. Weidner

William & Mary Annual Tax Conference

No abstract provided.

Improper Corporate Payments: The Second Half Of Watergate, Ronald P. Kane, Samuel Butler Iii

Loyola University Chicago Law Journal

No abstract provided.