Law Commons^™

The "Control" Test For Limited Partnerships, Alan L. Feld

Faculty Scholarship

Under the Uniform Limited Partnership Act, a limited partner may become generally liable if "in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business." Although the Act is now over fifty years old, no satisfactory standard of "control" has been enunciated, and no definition of the "rights and powers" of a limited partner has been forthcoming. Mr. Feld examines the ambiguities in the statutory language and the dilemma in which they place counsel seeking to advise his clients, and concludes that the Act is due for an …

Administrative Law—Federal Securities Exchange—Stock Purchases By Insiders Possessing Material Information And Misleading Corporate Press Release Violate Sec Rule 10b-5, Gerald Toner

Buffalo Law Review

SEC v. Texas Gulf Co., 401 F.2d 833 (2d Cir. 1968).

Taxation Of Nonstatutory Stock Options - A Proposed Answer To A Continuing Problem, Thomas C. Riley

Villanova Law Review (1956 - )

No abstract provided.

The Decline Of The Purchaser-Seller Requirement Of Rule 10b-5, Edward J. Ciechon Jr.

Villanova Law Review (1956 - )

No abstract provided.

The Liquidation-Reincorporation Device - Analysis And Proposed Solutions, Bruce D. Lombardo, Thomas C. Riley

Villanova Law Review (1956 - )

No abstract provided.

Trade Association Offering Legal Services - A Possibility For Small Corporations, Robert R. Hussey

Cleveland State Law Review

Small corporations generally belong to a trade association which allows them to increase their proficiency in and knowledge of their industry. As a possible solution to the problem of increasing legal service requirements this paper investigates the suitability of allowing these trade associations to provide legal services to member corporations.

Excessive Salaries In A Closely Held Corporation, Donald J. Zinner

Cleveland State Law Review

Excessive salaries paid by a closely held corporation create a constant debate between the "owners" of the entity and the Internal Revenue Service, and with other corporation members. The basic law as to the tax aspects underlying the controversy, in the Internal Revenue Code of 1954, is substantially as follows: The compensation claimed as a deduction must be reasonable in amount, and must be paid purely for services. Distributions of profits under the guise of salaries are not deductible. This crucial issue leads to the question: What does the word reasonable salary mean in the framework of a closely held …

Control Of Foundations And Other Non-Profit Corporations, Seth Taft

Cleveland State Law Review

Poverty programs, housing projects, a new school, a golf course every new group activity seems to call for a new non-profit corporation. And hardly a day goes by without a new foundation appearing on the scene. Why? Protection against potential liabilities. Perpetuation of support for one's interests. Tax benefits. A requirement to obtain financing. An entity to receive and administer a grant. Ease of using well established procedures. For whatever reason, it's done every day. In Ohio alone, last year, 1,773 non-profit corporations were formed.

Broker-Dealer Disclosure Of Corporate Inside Information, James K. Weeks, Jeffrey V. Mccormick

Cleveland State Law Review

The recent decisions in the field of securities transactions do not significantly change the legal standards, but they do create an increased awareness of the problems and the limits imposed upon the financial community. It is well established now that a broker's duties to the investing public take precedence over any conflicting duties to his customers or advisees to whom he only owes a duty not to defraud them or profit at their expense. The broker further has a duty to prevent his clients from profiting at the expense of the uninformed public.

A Dialogue On Conglomerate Mergers: An Insider Looks At Conglomerates, James J. Ling

Kentucky Law Journal

No abstract provided.

Control Distribution Devices, F. Hodge O'Neal

Faculty Scholarship

No abstract provided.

Pure Conglomerate Mergers And Section 7 Of The Clayton Act, R. C. C.

Georgia Law Review

Conglomerate mergers are currently the center of attention in the corporate world. The Wall Street Journal recently published a three-part series on the conglomerate, which was labeled the "corporate phenomenon of the '60s." In a special report, Business Week wrote: "No creation of the U.S. economy reflects the vigor, imagination, and sheer brass of the 1960s more than the conglomerate corporations." Although they are the object of much discussion, little about conglomerates has been agreed upon except that their implications are dearly important.

The conglomerate merger has been under dose scrutiny for the past several years. The Senate Antitrust Subcommittee …

Demise Of The Doctrine Of Capital Wine And Spirit V. Pokrass, Ronald J. Axelrod

Buffalo Law Review

No abstract provided.

Vertical Territorial Restraints And The Per Se Concept, Kenneth D. Weiss

Buffalo Law Review

No abstract provided.

Corporation Law—Officers—Profits Resulting From The Use Of Inside Information Inure To The Corporation Although No Harm To The Corporation Was Alleged, Nicholas J. Sargent

Buffalo Law Review

Diamond v. Oreamund, 29 A.D.2d 285, 287 N.Y.S.2d 300 (1st Dep't 1968).

The Texas Gulf Sulphur Opinion In The Appellate Court: An Open Door To Federal Control Of Corporations, Robert N. Leavell

Scholarly Works

The United States Court of Appeals for the Second Circuit has written an opinion in the Texas Gulf Sulphur case which seems to me unfortunate and in large part unnecessary. This comment is a brief statement of why I feel this to be the case.

Corporate Finance Under The Georgia Business Corporation Code Of 1968, Pasco M. Bowman Ii

Scholarly Works

This Article will review the financial provisions of the new Georgia Business Corporation Code (B.C.C.), which will become effective April 1, 1969. On that date, the Code will automatically apply to virtually all existing domestic business corporations, other than banks, trust companies, railroads, and the several other types of corporations which obtain their charters from the Secretary of State. Existing domestic insurance companies will be subject to the B.C.C. to the same extent as they are now subject to the present general corporation law. The financial provisions of the B.C.C. are found primarily in Chapter 22.5, entitled "Corporate Finance." Key …

Georgia's New Statutory Liability For Manufacturers: An Inadequate Legislative Response, E. Hunter Taylor Jr.

Scholarly Works

During its 1968 session the Georgia Legislature passed a bill intending to create a right of action in tort, independent of negligence, in favor of consumers, users or other foreseeably affected parties against manufacturers of defective products. While Georgia has been in need of judicial or legislative action in this realm, it is the author's thesis that the recently enacted statute is unsatisfactory and should be redrafted. The purpose of this article is as follows: (1) to describe and trace historically the problems which have been encountered in providing legal protection to the individual for injury caused by defective goods; …

Federal Taxation - Reorganization - Spin-Offs - Labor Difficulties As A Valid Business Purpose - Sidney L. Olson, 48 T .C. 855 (1967)

William & Mary Law Review

No abstract provided.

Income Tax: Corporations--Incorporated Professional Service Organization Taxable As A Corporation; Kintner Regulations Held Invalid--Empey V. United States, Michigan Law Review

Michigan Law Review

Lawrence G. Empey, a lawyer, was employed by the Drexler and Wald Professional Company, an association of attorneys that had incorporated in 1961 pursuant to the Colorado Corporation Code and rule 265 of the Colorado Rules of Civil Procedure. Empey began his employment with Drexler and Wald in March 1965, and in November of the same year he acquired ten shares (ten per cent) of the outstanding capital stock of the corporation. On his 1965 federal income tax return, he reported income consisting of his salary as an employee of the company for ten months and ten per cent of …

Drafting And Use Of Opinion Letters Of Counsel, Linn J. Raney

Cleveland State Law Review

This article outlines the kinds of opinions which counsel may render to a non-client via letter, the functions of such opinions in a transaction, and the preparation of opinion letters in view of the possibility of counsel's liability thereon to a non-client party. Material for the article was obtained in part from interviews with a number of individuals familiar with transactions commonly involving opinion letters and more particularly transactions wherein opinion letters are transmitted to non-clients for their reliance.

Toward The Techno-Corporate State - An Essay In American Constitutionalsim, Arthur Selwyn Miller

Villanova Law Review (1956 - )

No abstract provided.

Gallagher Revisited: The Functionally Unrelated Corporate Reorganization, William D. Lipkind

Villanova Law Review (1956 - )

No abstract provided.

The Release Of Government-Owned Technical Data Under The Freedom Of Information Law: Between Scylla And Charybdis, James A. Dobkin

Villanova Law Review (1956 - )

No abstract provided.

In Aggravation Of Merger, G. E. Hale, Rosemary D. Hale

Indiana Law Journal

No abstract provided.

Book Review, Frank D. Emerson

Cleveland State Law Review

Reviewing Carter F. Henderson and Albert C. Lasher, 20 Million Careless Capitalists, Doubleday & Co., 1967

Minority Interests In Small Business Entities, John W. Hancock

Cleveland State Law Review

While the subject matter of this article calls for the examination of certain aspects of "small business entities," the focus here will be almost exclusively upon partnerships and corporations. Most other types of entities are not particularly advantageous vis-avis corporations and partnerships for the active operation of a commercial or industrial enterprise.

Agreements For Small Corporation Control, Stanley Morganstern

Cleveland State Law Review

A close corporation, one owned by a few shareholders, has many unique problems which if not recognized and anticipated may well destroy it. No one plan can be made for all close corporations, as the circumstances, both present and future, must dictate particular provisions of each plan.

Franchising As A Device For The Organization, Financing, Control, And Growth Of The Small Business, John Clinton Evans Jr.

Cleveland State Law Review

The franchise system of distribution of goods and services is playing an increasing role in our economy. One marketing authority distinguishes between the product franchise and the franchise of an entire business entity in terms of the role played by each in our complex marketing system of today. Product franchises are given to a few selected dealers in a community, and the distribution of the product is limited to these outlets alone. The other meaning of franchise, as a method of operating an entire business will concern us here.

Alexander Hamilton Frey: His Contributions To The Law Of Corporations And Business Associations, F. Hodge O'Neal

Faculty Scholarship

No abstract provided.