Law Commons^™

Corporate Law In The Shanghai People's Courts, 1992-2008: Judicial Autonomy In A Contemporary Authoritarian State, Nicholas Howson

Nicholas Howson

In late 2005 China adopted a largely rewritten Company Law that radically increased the role of courts. This study, based on a review of more than 1000 Company Law-related disputes reported between 1992 and 2008 and extensive interactions with PRC officials and sitting judges, evaluates how the Shanghai People’s Court system has fared over 15 years in corporate law adjudication. Although the Shanghai People’s Courts show generally increasing technical competence and even intimations of political independence, their path toward institutional autonomy is inconsistent. Through 2006, the Shanghai Court system demonstrated significantly increased autonomy. After 2006 and enactment of the new …

When 'Good' Corporate Governance Makes 'Bad' (Financial) Firms: The Global Crisis And The Limits Of Private Law, Nicholas Howson

Nicholas Howson

In the aftermath of the global financial crisis of 2008–2009, investors, analysts, legislators, and pundits have spotlighted “good” or “improved” corporate governance as a remedy for all that presently ails us. It is one remedy in a long wish list that includes tougher requirements for risk capital, liquidity, and leverage; compensation and bonus reform; reimposition ofthe Glass-Steagall-like separation of bank “utility” and “casino” functions; the downsizing or breakup of institutions deemed “too big to fail;” enhanced consumer protection; securities law liability for secondary violators (like credit rating agencies); direct taxation of proprietary trading; “macroprudential” regulation; and new transparency requirements for …

On Public Versus Private Provision Of Corporate Law, Gillian Hadfield, Eric Talley

Gillian K Hadfield

Law in modern market societies serves both democratic and economic functions. In its economic function, law is a service, a means of enhancing the value of transactions and organizations. Yet modern market economies continue to rely on the state, rather than the market, to provide this service. This paper investigates whether private provision of law may be superior to public provision. We look in particular at corporate law, where there is a substantial literature exploring the efficiency implications of "regulatory competition" and compare this competition with market competition between private providers. Drawing from the well-known framework of spatial models of …

Indian National Bar Association (Inba) Celebrates 66th National Law Day, Amit Kumar

Amit Kumar

26th Nov 2015, New Delhi: A groundbreaking International conference on Law & Policy issues of more than 400 prominent thought Members of Parliament from India and United Kingdom, leaders, CEO's, heads of legal department, researchers, advocates, practitioners and policymakers from at least 08 countries gathered in New Delhi on 26th November 2015, energizing a global movement working to advance policy issues around the globe. Held November 26, the “International Conference on Law and Policy Issues” to commemorate the 66th National Law Day marked its hosting in India as the biggest conference of the year hosted by Indian National Bar Association. …

Succession And Estate Planning For The Small Business And Owner, Samuel Donaldson

Samuel A. Donaldson

No abstract provided.

The Estate Planner's Guide To S Corporations, Samuel Donaldson

Samuel A. Donaldson

No abstract provided.

Super-Recognition And The Return-To-Sender Exception: The Federal Income Tax Problems Of Liquidating The Family Limited Partnership, Samuel Donaldson

Samuel A. Donaldson

This article discusses three income tax rules that can cause partners to recognize gain for federal income tax purposes upon the liquidation of a family limited partnership: §§ 704(c)(1)(B), 731(c), and 737. From a policy perspective, the application of these rules to traditional family limited partnerships creates two problems. These problems are illustrated through the use of a hypothetical case study. The first problem (which arises where the partnership holds loss property) is that of super-recognition, where a partner recognizes more gain from the liquidation than he or she would recognize upon a sale of his or her partnership interest. …

Liquidation Of The Family Partnership: The Taming Of The Shrewd, Samuel Donaldson

Samuel A. Donaldson

Family partnerships and family limited liability companies are typically formed for reasons of efficiency, succession, and valuation. But all good things come to an end. Owners of a family partnership opt for liquidation in a variety of situations, usually following the death of the founding owner(s). Although most practitioners recall that the liquidation of a partnership is not a taxable event, few remember that as many as three Code provisions can come into play upon the liquidation of a family partnership. This article reviews those potential income tax traps and uses two examples to illustrate their coordination and application in …

Income Tax Aspects Of Family Limited Partnerships, Samuel Donaldson

Samuel A. Donaldson

No abstract provided.

Determining Treaty Eligibility For Hybrid Entities And Their Owners, Philip Postlewaite, Samuel Donaldson, Allison Christians

Samuel A. Donaldson

No abstract provided.

Locked In: The Competitive Disadvantage Of Citizen Shareholders, Anne M. Tucker

Anne Tucker

In this Essay, I challenge the conventional corporate law wisdom that unhappy mutual fund investors paying high fees don’t need litigation or regulation to protect their interests because they should simply exit a fund and reinvest elsewhere. The exit solution, advanced by Professors John Morley and Quinn Curtis in Taking Exit Rights Seriously provided an elegantly simply solution to the problem of unhappy indirect investors (e.g., mutual fund investors) given that they are often low-dollar, low-incentive, rationally-apathetic investors facing enormous information asymmetries and collective action problems. According to their view, competition produced by exit, or the threat of exit, is …

Contributor, Cassady V. Brewer

Cassady V. Brewer

No abstract provided.

Seven Ways To Strengthen And Improve The L3c, Cassady Brewer

Cassady V. Brewer

The raison d’être for the low-profit limited liability company (“L3C”) is to encourage program-related investments (“PRIs”) by private foundations. PRIs are special types of investments that can be both charitable and profitable. PRIs have been embraced by knowledgeable scholars, practitioners, foundation managers, and even the U.S. Treasury Department. Further, the L3C and PRIs are associated with the growing “social enterprise” movement. The L3C thus would seem to be in the right place at the right time and should have the full support of the charitable sector, practitioners, and lawmakers.

Yet, after a fast start, adoption of L3C legislation across the …

Nonprofit And Charitable Uses Of Llcs, Cassady Brewer

Cassady V. Brewer

The overwhelming first choice in new, for-profit business entity formations is the limited liability company (“LLC”). Less well known, however, is the increasing use of LLCs for nonprofit and charitable endeavors. Accordingly, this chapter explores in four parts the emerging use of LLCs for nonprofit and charitable purposes, including the use of LLCs in hybrid for-profit/nonprofit arrangements. Part 2 provides necessary background information on the nonprofit and charitable sector. Part 3 surveys the relatively common use of LLCs as nonprofit subsidiaries or affiliates. Part 4 examines how LLCs are used to facilitate certain charitable or quasi-charitable activities, including program-related investments …

Do Pending Treasury Studies Affect Your Organization?, Cassady Brewer

Cassady V. Brewer

No abstract provided.

Summary Of Recent Amendments To Business Corporation Code, Limited Partnership Act, And Limited Liability Company Act With Respect To Entity Conversions, Cassady W. Brewer

Cassady V. Brewer

No abstract provided.

Applying Asc 740-10 To Reporting By Tax-Exempt Organizations - Part 2, Cassady Brewer, Marc Azar, Katherine Morris

Cassady V. Brewer

No abstract provided.

The Brownfield Exemption Under The Unrelated Business Income Tax, Cassady Brewer, George Hibbs

Cassady V. Brewer

No abstract provided.

Using The "L3c" For Program-Related Investments, Cassady Brewer, Michael Rhim

Cassady V. Brewer

No abstract provided.

Applying Asc 740-10 To Reporting By Tax-Exempt Organizations - Part 1, Cassady Brewer, Marc Azar, Katherine Morris

Cassady V. Brewer

No abstract provided.

The Brownfield Exemption From The Unrelated Business Tax, Cassady Brewer, George Hibbs

Cassady V. Brewer

No abstract provided.

Eliminate Stingy Benevolence, Cassady Brewer

Cassady V. Brewer

No abstract provided.

Gift Horses, Choosy Beggars, And Other Reflections On The Role And Utility Of Social Enterprise Law, Cassady V. Brewer

Cassady V. Brewer

The U.S. law of social enterprise is growing rapidly. Since 2008, one-half of all U.S. states have modified their business law to establish special legal forms designed for social enterprise. Meanwhile, even with twenty-five states adopting special laws for social enterprise, the legal debate surrounding social enterprise continues. Rather than rehashing that debate, this essay sets forth the author’s personal perspective on the role and utility of social enterprise. The essay argues that, except in limited circumstances, social enterprise is superior to traditional philanthropy when it comes to solving longstanding humanitarian or environmental problems. U.S. business law thus should continue …

Report From Chair Of Partnership Committee, Cassady V. Brewer

Cassady V. Brewer

No abstract provided.

Business And Tax Planning With Controlled Organizations, Cassady Brewer, Sean Reynolds

Cassady V. Brewer

No abstract provided.

Algunas Notas Sobre La Caducidad Del Derecho Al Cobro De Dividendos, Marco Andrei Torres Maldonado

Marco Andrei Torres Maldonado

No abstract provided.

In Defense Of Corporate Persons, Kent Greenfield

Kent Greenfield

This essay is a critique of this attack on corporate personhood. It explains that the corporate separateness - corporate “personhood” - is an important legal principle as a matter of corporate law. What’s more, as a matter of constitutional law, corporate “personhood” deserves a more nuanced analysis than has been typically offered in arguing in favor of an amendment to overturn Citizens United. Indeed, the concept of corporate “personhood” can in fact be marshaled in arguments against corporations being able to assert constitutional rights. In the nascent category of cases brought by corporations asserting rights of religious freedom, for example, …

A Skeptic's View Of Benefit Corporations, Kent Greenfield

Kent Greenfield

Over the last few years there has been a shift in the core ideas of business with respect to corporate responsibility. A new type of business classification called benefit corporations is gaining popularity in the United States. Benefit corporations are required to have a positive impact on society and the planet, and to meet a higher level of accountability and transparency. However, will benefit corporations truly change the industry and world positively? This article provides for skepticism about the positive affects benefit corporations are purported to have on business. One reason is that benefit corporations are completely voluntary; thus, the …

The Damn Public: Corporations As Citizens, Kent Greenfield

Kent Greenfield

Lawyers And Fools: Lawyer-Directors In Public Corporations, Lubomir P. Litov, Simone M. Sepe, Charles K. Whitehead

Lubomir P. Litov

The accepted wisdom—that a lawyer who becomes a corporate director has a fool for a client—is outdated. The benefits of lawyer-directors in today’s world significantly outweigh the costs. Beyond monitoring, they help manage litigation and regulation, as well as structure compensation to align CEO and shareholder interests. The results have been an average 9.5% increase in firm value and an almost doubling in the percentage of public companies with lawyer-directors. This Article is the first to analyze the rise of lawyer-directors. It makes a variety of other empirical contributions, each of which is statistically significant and large in magnitude. First, …