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Full-Text Articles in Law
Class Warfare 1988-2005 Over Top Individual Income Tax Rates: Teeter-Totter From Soak-The-Rich To Robin-Hood-In-Reverse, John W. Lee Iii
Class Warfare 1988-2005 Over Top Individual Income Tax Rates: Teeter-Totter From Soak-The-Rich To Robin-Hood-In-Reverse, John W. Lee Iii
UC Law Business Journal
The Tax Reform Act of 1986 effected for highest income individuals parity of tax treatment as to ordinary and capital gains income, thus ending the sixty-five year horizontal and vertical inequities described in "The Capital Gains 'Sieve' and the 'Farce' of Progressivity 1921-1986," 1 Hastings Bus. L. J. 1. This article examines the income tax rate wars 1988-2005, which destroyed this parity. During this latter period, political factions developed "fairness" rhetoric and "class warfare" counter rhetoric. This article analyses the cause and effects of the changes to the tax law from 1988-2005.
The Notion Of Trust As A Comprehensive Theory Of Contract And Corporate Law: A New Approach To The Conception That The Corporation Is A Nexus Of Contract, Eli Bukspan
UC Law Business Journal
The concept of trust-- the fulfillment of promises both express and implied-- is at the heart of our social and economic lives. Without it, the simplest of daily interactions would be unduly burdensome, if not impossible altogether. The author offers trust as a comprehensive theory of contract law, which does not merely compel compliance, but encourages it as an expressive and self-reinforcing value. Using recent watershed opinions from the Israeli Supreme Court, the author demonstrates how the good faith principle of contract law can be extended to broader corporate conduct, strengthening a culture of trust. As corporate actions and individual …
Mutual Funds Scandals - Comparative Analysis Of The Role Of Corporate Governance In The Regulation Of Collective Investments, Jerry W. Markham
Mutual Funds Scandals - Comparative Analysis Of The Role Of Corporate Governance In The Regulation Of Collective Investments, Jerry W. Markham
UC Law Business Journal
This article undertakes a comparative analysis of the mechanisms used to regulate collective investments. The article first traces the growth and development of mutual funds and their regulation and concludes that the corporate governance model for mutual funds has failed. The article then examines alternative regulatory schemes for collective investments, including hedge funds, commodity pools, common trust funds, collective investment funds for pensions, endowments, and insurance company reserves. The article concludes that alternative regulatory structures would serve at least as well as the current regulatory structure for mutual funds, which has proved to be overly costly, complex, and ineffective.
Maternal Wall Discrimination: Evidence Required For Litigation And Cost-Effective Solutions For A Flexible Workplace, Claire-Therese D. Luceno
Maternal Wall Discrimination: Evidence Required For Litigation And Cost-Effective Solutions For A Flexible Workplace, Claire-Therese D. Luceno
UC Law Business Journal
The number of married women with childcare responsibilities who joined the workforce tripled in the last three decades. The American workplace has failed to keep pace with this development and, as a result, these women face a barrier known as the "maternal wall," defined as discrimination against working mothers and caregivers which results in excluding them from desirable employment. As a result of this change in the American workforce, maternal wall litigation has increased. Although plaintiffs initially had difficulty in prevailing on claims of maternal wall litigation due to strict requirements for comparator evidence, plaintiffs have seen increased success as …
Finding The Contract In Contracts For Law, Forum And Arbitration, William J. Woodward, Jr.
Finding The Contract In Contracts For Law, Forum And Arbitration, William J. Woodward, Jr.
UC Law Business Journal
Provisions specifying the choice of law or forum in adhesive contracts can have a profound, if not decisive, effect on the outcome of consumer litigation. But whose law governs whether these clauses or the contract itself are binding on the parties? The author presents an analytical framework for separating the conflicts and contracts issues, and then applies this expanded analysis to an important recent California case that hinges upon the court's interpretation of these questions.
Good News Investors - You've Got A Financial Expert On The Board - The Bad News - It Doesn't Mean Anything, Jeffrey M. Mcfarland
Good News Investors - You've Got A Financial Expert On The Board - The Bad News - It Doesn't Mean Anything, Jeffrey M. Mcfarland
UC Law Business Journal
In light of the portion of the Sarbanes-Oxley Act that requires disclosure of whether a reporting company has an audit committee financial expert, the author examines a representative sample of more than 200 publicly-filed proxy statements to determine how those companies have addressed the financial expert requirement. Based on that examination, the article proposes modifications to the SEC's rules on audit committee financial experts as a means to better achieve the Congressional goal of improving the audit committee's oversight of the financial reporting process.
Geographic Competition And Collusion In Duopoly, Charles H. Steen, Kevin S. Marshall
Geographic Competition And Collusion In Duopoly, Charles H. Steen, Kevin S. Marshall
UC Law Business Journal
Although geographic market divisions by horizontally competitive firms are generally subject to per se condemnation, such presumptive condemnation may be inappropriate in duopoly under specific but reasonable assumptions. This article demonstrates that market division agreements may actually enhance societal surplus under certain market conditions. Incorporating conventional game theory within a geometricspatial analysis, the authors question the propriety of a per se approach to antitrust liability in such situations.
Avoiding Blurred Lines: The Computation Of Damages In Rule 10b-5 Securities Class Action Lawsuits In The Ninth Circuit And A Proposal For A More Sensible System, Jeffrey M. Goldman
Avoiding Blurred Lines: The Computation Of Damages In Rule 10b-5 Securities Class Action Lawsuits In The Ninth Circuit And A Proposal For A More Sensible System, Jeffrey M. Goldman
UC Law Business Journal
Rule lOb-5 of the Securities and Exchange Act of 1934 has assumed greater importance in the wake of recent corporate scandals. There is great value, therefore, in reexamining the way courts calculate damages in Rule 1Ob-5 actions. The author begins with a brief primer on this important component of securities law. He then explains how damages are determined by Ninth Circuit federal courts in Rule 1Ob-5 actions. Finally, the author argues that statutory fines should replace the use of vague and complex factors to determine damages in Rule 1 Ob-5 actions.
The Legal Character Of Private Codes Of Conduct: More Than Just A Pseudo-Formal Gloss On Corporate Social Responsibility, Veronica Besmer
The Legal Character Of Private Codes Of Conduct: More Than Just A Pseudo-Formal Gloss On Corporate Social Responsibility, Veronica Besmer
UC Law Business Journal
Corporate codes, nothing more than statements that define a corporation's own best behavior, have become ubiquitous in today's business reality that witnesses ever-louder demands for greater corporate accountability. However, the codes' enforceability is uncertain, as they lack the statutory liability or the jurisdictional nexus in case of transnational enterprises. Still, consumers, who are increasingly socially and environmentally conscious, often reward any voluntary declaration of corporate social responsibility. This article outlines the current forms of regulations and reviews some legal enforcement theories. The author concludes that quasi-formal enforcement mechanisms such as stakeholder pressure and greater consumer demand for responsible corporate behavior …
Section 1032: Are We There Yet, Neil R. Blecher
Section 1032: Are We There Yet, Neil R. Blecher
UC Law Business Journal
This paper discusses various issues related to Section 1032 of the Internal Revenue Code, including the proper scope and applicability of Section 1032 necessary to ensure that economically equivalent transactions are treated in a consistent manner. Among other topics, the paper provides a summary of legislative enactments and judicial and administrative rulings related to Section 1032 and a review of the general scope and applicability of the section in current tax practice. The paper also provides an analysis of attempts to provide for a workable definition of "money or other property in exchange for stock" within the meaning of Section …
Revisiting Austin V. Loral: A Study In Economic Duress, Contract Modification And Framing, Meredith R. Miller
Revisiting Austin V. Loral: A Study In Economic Duress, Contract Modification And Framing, Meredith R. Miller
UC Law Business Journal
Austin Instrument, Inc. v. Loral Corp. is a favorite among Contracts casebooks because the New York Court of Appeals held that it was a "classic" example of economic duress. The close division of judicial opinion suggested, however, that there was a more complex story behind the Court of Appeals' recitation. Indeed, revisiting the case reveals a rich and intricate story. Why were Austin and Loral litigating so fiercely over roughly $22,000? Was it possible that the threat of Austin, a small, privately held company, could coerce Loral, a large, publicly traded company? What influence did the conflict in Vietnam have …
The Public-Private Security Partnership: Counterterrorism Considerations For Employers In A Post-9/11 World, Andrew P. Morriss
The Public-Private Security Partnership: Counterterrorism Considerations For Employers In A Post-9/11 World, Andrew P. Morriss
UC Law Business Journal
Employers who employ both Americans and non-citizens in America, as well as those who employ either Americans or non-citizens overseas, will face a wide range of demands for cooperation with counterterror agencies, choices about employment policies that affect counterterror efforts, and concerns by employees about the impact of counterterror measures on their employment. This Article surveys some of the less immediately obvious issues that employers need to consider in adjusting to the post-9/1 1 environment-an environment in which counter-terror operations have become the nation's highest government priority.
Determinants Of The Settlement Amount In Securities Fraud Class Action Litigation, John D. Finnerty, Gautam Goswami
Determinants Of The Settlement Amount In Securities Fraud Class Action Litigation, John D. Finnerty, Gautam Goswami
UC Law Business Journal
This article identifies the factors most responsible for determining the settlement amount in securities fraud cases. It also develops a settlement model that incorporates these factors. This article analyzes a sample consisting of 525 securities fraud class action settlements that were reached between 1994 and 2005. It identifies the main drivers of the observed settlement amounts and develop a settlement model that explains more than fifty-six percent of the settlement amounts in terms of these settlement drivers. The settlement model should be useful to counsel or interested parties for gauging a reasonable settlement amount consistent with past experience. It should …
Employers Beware: The I-9 Form: Verifying Identity And Identity Documents In The Employment Context, Jason Korosec
Employers Beware: The I-9 Form: Verifying Identity And Identity Documents In The Employment Context, Jason Korosec
UC Law Business Journal
Verification of identity has taken on new importance in a post 9/11 environment. This article discusses employers' obligation to verify the identification of their employees and the technical problems with identity verification employers face under current approaches. Attempts by the government to resolve these issues will meet resistance from both privacy advocates and liberty defenders. Understanding the issues with the current state of documentation of identity will enable employers to make more informed decisions about who they are hiring, particularly if the analysis is completed prior to the hiring decision. For the time being, the 1-9 form and associated process …
Valuing Corporations For Estate Tax Purposes: A Blount Reappraisal, Adam S. Chodorow
Valuing Corporations For Estate Tax Purposes: A Blount Reappraisal, Adam S. Chodorow
UC Law Business Journal
This article explores a "recurring issue of asset valuation for estate tax purposes," which the Eleventh Circuit purported to resolve in Estate of Blount v. Commissioner. The broad question is how one should value a decedent's shares in a corporation where those shares are subject to a buysell agreement that is either: (1) disregarded for estate tax purposes, or (2) omits the price of the shares it covers. The specific issue is how one should account for insurance proceeds a corporation receives on account of a decedent's death when those proceeds are offset by a corresponding obligation to redeem the …
A Briefing For American Businesses Looking To Invest In Vietnam, Valerie Clemen
A Briefing For American Businesses Looking To Invest In Vietnam, Valerie Clemen
UC Law Business Journal
Positioned to become the newest member of the WTO later this year, Vietnam is an ever more appealing destination for foreign investors. In 2005 alone, the country received an impressive $5.8 billion in foreign investment. This note provides the essential information for any American business contemplating expansion into Vietnam. After a brief overview of modem Vietnam, this note delves into the major trade agreements between the United States and Vietnam and changes that are being made to make Vietnam a more comfortable environment for business. The final section deals with the risks that remain a part of doing business in …
An Unconscionable Application Of The Unconscionability Doctrine: How The California Courts Are Circumventing The Federal Arbitration Act, Stephen A. Broome
An Unconscionable Application Of The Unconscionability Doctrine: How The California Courts Are Circumventing The Federal Arbitration Act, Stephen A. Broome
UC Law Business Journal
This Article examines the California courts' unconscionability jurisprudence, highlighting the disparate application of unconscionability doctrine in cases involving arbitration agreements as contrasted with cases involving "ordinary" contracts. The article undertakes an empirical analysis of California cases applying unconscionability doctrine and finds that unconscionability challenges before the California appellate courts succeed with far greater frequency when the contractual provision at issue is an arbitration agreement. The article concludes that California's unconscionability jurisprudence violates the basic mandate of the FAA that arbitration agreements be placed on equal footing with ordinary contractual provisions.
The Myth Of The Zone Of Insolvency: Production Resources Group V. Nct Group, Robert K. Sahyan
The Myth Of The Zone Of Insolvency: Production Resources Group V. Nct Group, Robert K. Sahyan
UC Law Business Journal
Given the recent corporate scandals that have led to the demise of some colossal corporations, calls have sounded to impose fiduciary duties on directors and officers for the protection of corporate creditors before insolvency ensues. This note examines the soundness of this approach in light of a recent decision by the Delaware Court of Chancery. The author argues that imposing fiduciary duties for the benefit of corporate creditors before insolvency would be inimical to the object of wealth maximization and that creditors' interest should continue to be determined by their contractual agreements.