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Articles 181 - 209 of 209
Full-Text Articles in Law
The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax
The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax
Faculty Scholarship
This Article argues that, instead of dramatically altering the responsibilities of corporate officers and directors, Sarbanes-Oxley confirms at least some case law and other recent articulations of management’s fiduciary duty. At a minimum, recent allegations regarding corporate misconduct may suggest some degree of confusion on the pat of corporate officers and directors about the manner in which they should comply with their fiduciary duty. By requiring more exacting standards of conduct from these corporate agents, Sarbanes-Oxley may not only clear up that confusion, but also may represent a natural extension of recent pronouncements by Delaware courts, the SEC and other …
Minority Discounts And Control Premiums In Appraisal Proceedings, Richard A. Booth Marbury Research Professor Of Law
Minority Discounts And Control Premiums In Appraisal Proceedings, Richard A. Booth Marbury Research Professor Of Law
Faculty Scholarship
In a merger, a stockholder often has a statutory right of dissent and appraisal under which the stockholder may demand to be paid fair value exclusive of any gain or loss that may arise from the merger itself. Most courts and commentators agree that a dissenting stockholder should ordinarily receive a pro rata share of the fair value of the corporation without any discount simply because minority shares lack control. In several recent cases, the courts have indicated that a minority stockholder is thus entitled to a share of the control value of the corporation even though the merger does …
The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch
The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch
Faculty Scholarship
Transcript of a panel on a scholar's approach to corporation law.
Eulogy For Jerome W. Van Gorkom, James J. O'Connor
Eulogy For Jerome W. Van Gorkom, James J. O'Connor
Speeches
The eulogy for Jerome Van Gorkom given by his friend James O'Connor, former CEO of Exelon and a lawyer.
Jerome W. Van Gorkom was, among other things, the U.S. Under Secretary of State for Management from 1982-1983 and the Chief Executive Officer of TransUnion from 1962-1980. He also was a defendant in one of the best known cases on the fiduciary duty of care in the corporate context; the case cite is Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).
Fiduciary Duty, Contract, And Waiver In Partnerships And Limited Liability Companies, Richard A. Booth Marbury Research Professor Of Law
Fiduciary Duty, Contract, And Waiver In Partnerships And Limited Liability Companies, Richard A. Booth Marbury Research Professor Of Law
Faculty Scholarship
Among the controversies swirling around the promulgations of new uniform statutes governing partnerships and LLCs is the question whether and to what extend fiduciary duties should be made mandatory or waivable. Although courts and commentators have not traditionally focused on the costs of fiduciary duties, the costs are significant in that such duties may preclude agents from engaging in other legitimate ventures. Indeed, fiduciary duty may be used by those to whom it is owed to prevent competition or extort side benefits form participants. Mandatory duties effectively require participants who may identify multiple business opportunities to overinvest their human capital …
The Limited Liability Company And The Search For A Bright Line Between Corporations And Partnerships, Richard A. Booth Marbury Research Professor Of Law
The Limited Liability Company And The Search For A Bright Line Between Corporations And Partnerships, Richard A. Booth Marbury Research Professor Of Law
Faculty Scholarship
Despite the potential loss in tax revenue, the Internal Revenue Service (IRS) is making it easier and easier to avoid corporate taxes. Witness the advent of limited liability companies and the proposed "check-the-box" regulations. This article takes a look at the real distinctions between -- and policy supporting -- pass-through and entity level taxation and draws the conclusion that entity level taxation will probably become limited to publicly traded entities only.
Business Combination Antitakeover Statutes, The Unintended Repudiation Of The Internal Affairs Doctrine, And Constitutional Constraints On Choice Of Law, Robert E. Suggs
Business Combination Antitakeover Statutes, The Unintended Repudiation Of The Internal Affairs Doctrine, And Constitutional Constraints On Choice Of Law, Robert E. Suggs
Faculty Scholarship
This article examines the constitutional validity of business combination antitakeover statutes. Delaware and other important corporate law jurisdictions enacted these statutes during the 1980s to inhibit hostile leveraged corporate takeovers and protect incumbent managements. These statutes work by prohibiting transactions which enable a hostile acquirer with a mere majority of target stock to sell target assets for cash and retain all the cash to service acquisition debt while paying off with securities the minority shareholders' interest in the assets sold. This allows the takeover to be financed with the assets acquired. Analyzing the structural operation of these statutes in greater …
Racial Discrimination In Business Transactions, Robert E. Suggs
Racial Discrimination In Business Transactions, Robert E. Suggs
Faculty Scholarship
When the Supreme Court invalidated a municipal minority business set-aside in City of Richmond v. J.A. Croson Co., it failed to recognize the special circumstances confronting the minority entrepreneur. Contrary to the Court’s own erroneous assertion that “[s]tates and their local subdivisions have many legislative weapons at their disposal both to punish and prevent present [business] discrimination ….” – they do not. Nor can they create effective antidiscrimination remedies as a practical matter. As a result that decision leaves minority business owners vulnerable to discrimination from other business firms but without a remedy. Part I identifies the glaring failure …
Rethinking Minority Business Development Strategies, Robert E. Suggs
Rethinking Minority Business Development Strategies, Robert E. Suggs
Faculty Scholarship
Minority business set-asides were created as a prophylactic measure to redress discrimination against minority owned business firms. Predominantly minority jurisdictions found them especially attractive because they promised to provide minority firms a share of the procurement dollars expended by these jurisdictions. The Croson decision invalidated Richmond’s ordinance and posed substantial barriers to further enactments. This article proposes an alternative to such set-aides. It argues that the proposed alternative, an Equal Opportunity Rating Agency (EORA), provides a superior business development policy tool and does not have the constitutional vulnerabilities of set-asides. An EORA would operate much like a credit rating agency, …
Federal Corporate Law, Federalism, And The Federal Courts, Gordon G. Young
Federal Corporate Law, Federalism, And The Federal Courts, Gordon G. Young
Faculty Scholarship
No abstract provided.
Transnational Corporations: Supervision, Regulation, Or What?, Seymour J. Rubin
Transnational Corporations: Supervision, Regulation, Or What?, Seymour J. Rubin
Maryland Journal of International Law
No abstract provided.
The New Maryland Close Corporation Law, William G. Hall Jr
The New Maryland Close Corporation Law, William G. Hall Jr
Maryland Law Review
No abstract provided.
Usury Laws And The Corporate Exception, Laurence M. Katz
Usury Laws And The Corporate Exception, Laurence M. Katz
Maryland Law Review
No abstract provided.
Subordination Of Stockholder Loans On The Ground Of Corporate Undercapitalization - Obre V. Alban Tractor Company, Robert W. Baker
Subordination Of Stockholder Loans On The Ground Of Corporate Undercapitalization - Obre V. Alban Tractor Company, Robert W. Baker
Maryland Law Review
No abstract provided.
Continuing Corporate Liability For Federal Crime After State Dissolution Of Corporation - Melrose Distillers, Inc. V. United States, Alan M. Wilner
Continuing Corporate Liability For Federal Crime After State Dissolution Of Corporation - Melrose Distillers, Inc. V. United States, Alan M. Wilner
Maryland Law Review
No abstract provided.
Subchapter S Corporations: Uses, Abuses, And Some Pitfalls, William P. Cunningham
Subchapter S Corporations: Uses, Abuses, And Some Pitfalls, William P. Cunningham
Maryland Law Review
No abstract provided.
Partnership Realty And Its Treatment Under The Uniform Partnership Act - Vlamis V. De Weese, Russell W. Shipley
Partnership Realty And Its Treatment Under The Uniform Partnership Act - Vlamis V. De Weese, Russell W. Shipley
Maryland Law Review
No abstract provided.
Revival Of Corporation Terminates Agent's Liability On Post Forfeiture Contract - Marsh Furniture Company V. Solomon, Stephen M. Ehudin
Revival Of Corporation Terminates Agent's Liability On Post Forfeiture Contract - Marsh Furniture Company V. Solomon, Stephen M. Ehudin
Maryland Law Review
No abstract provided.
Joint Adventure Agreement Survives Incorporation - Deboy V. Harris, Paul T. Mchenry Jr.
Joint Adventure Agreement Survives Incorporation - Deboy V. Harris, Paul T. Mchenry Jr.
Maryland Law Review
No abstract provided.
Recent Changes Affecting Minority Stockholders' Suits
Recent Changes Affecting Minority Stockholders' Suits
Maryland Law Review
No abstract provided.
Action To Impress Trust On Stock Is In Personam - Ortman V. Coane
Action To Impress Trust On Stock Is In Personam - Ortman V. Coane
Maryland Law Review
No abstract provided.
Joint Adventures, James Morfit Mullen
Partnership By Estoppel Based On A Holding Out With Knowledge Of, But Without Consent Of, The Party To Be Charged - Mcbriety, Et.Al., V. Phillips, Et.Al.
Maryland Law Review
No abstract provided.
The Problem Of Funding Accrued Dividends In Maryland, Richard F. Ober
The Problem Of Funding Accrued Dividends In Maryland, Richard F. Ober
Maryland Law Review
No abstract provided.
Corporate Reorganizations In The Light Of The Reassertion Of The Doctrine Of The Boyd Case In The Los Angeles Company Case, James Carey 3d
Corporate Reorganizations In The Light Of The Reassertion Of The Doctrine Of The Boyd Case In The Los Angeles Company Case, James Carey 3d
Maryland Law Review
No abstract provided.
Right Of Stockholder To Attack Transactions Occurring Prior To His Acquisition Of Stock , David S. Sykes
Right Of Stockholder To Attack Transactions Occurring Prior To His Acquisition Of Stock , David S. Sykes
Maryland Law Review
No abstract provided.
Action For Wrongful Dishonor Of Bank Check Damages - Magness V. Equitable Trust Co.
Action For Wrongful Dishonor Of Bank Check Damages - Magness V. Equitable Trust Co.
Maryland Law Review
No abstract provided.
Cancellation Of Accrued Dividends On Preferred Stock Under General Reservation In Charter Of Power To Make Amendments Changing Terms Of Outstanding Stock
Maryland Law Review
No abstract provided.
Appraisal Of Shares Of Dissenting Stockholders In Consolidation - American General Corporation V. Camp, Et Al.
Maryland Law Review
No abstract provided.