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Articles 61 - 90 of 90
Full-Text Articles in Law
Tapping Rainy Day Funds For The Reluctant Entrepreneur: Downsizing, Paternalism, And The Internal Revenue Code, Edward J. Gac, Wayne M. Gazur
Tapping Rainy Day Funds For The Reluctant Entrepreneur: Downsizing, Paternalism, And The Internal Revenue Code, Edward J. Gac, Wayne M. Gazur
Publications
No abstract provided.
What's In A Name: An Argument For A Small Business Limited Liability Entity Statute (With Three Subsets Of Default Rules), Dale A. Oesterle, Wayne M. Gazur
What's In A Name: An Argument For A Small Business Limited Liability Entity Statute (With Three Subsets Of Default Rules), Dale A. Oesterle, Wayne M. Gazur
Publications
The recent proliferation of small business entity forms is primarily a result of their tax characterization. With the recent adoption of the IRS "check-the-box" regulations and, as a consequence, the elimination of traditional tax distinctions, many of these forms have lost their appeal. This article proposes starting over with one form, the "limited liability entity." Part I discusses the history of small business forms. Part II analyzes the current forms in light of the recent check-the- box legislation. Part III discusses the necessity of and rationale behind a unified entity statute. Finally, Part IV outlines a unified limited liability entity …
Freedom Of Contract, Fiduciary Duties, And Partnerships: The Bargain Principle And The Law Of Agency, J. Dennis Hynes
Freedom Of Contract, Fiduciary Duties, And Partnerships: The Bargain Principle And The Law Of Agency, J. Dennis Hynes
Publications
No abstract provided.
A New Direction For State Corporate Codes, Mark J. Loewenstein
A New Direction For State Corporate Codes, Mark J. Loewenstein
Publications
No abstract provided.
Reflections On Executive Compensation And A Modest Proposal For (Further) Reform, Mark J. Loewenstein
Reflections On Executive Compensation And A Modest Proposal For (Further) Reform, Mark J. Loewenstein
Publications
No abstract provided.
Fiduciary Rules And Rupa, J. Dennis Hynes
The Limited Liability Company Experiment: Unlimited Flexibility, Uncertain Role, Wayne M. Gazur
The Limited Liability Company Experiment: Unlimited Flexibility, Uncertain Role, Wayne M. Gazur
Publications
No abstract provided.
Foreword, J. Dennis Hynes
The Sec And The Future Of Corporate Governance, Mark J. Loewenstein
The Sec And The Future Of Corporate Governance, Mark J. Loewenstein
Publications
No abstract provided.
The Forgotten Link: Control In Section 482, Wayne M. Gazur
The Forgotten Link: Control In Section 482, Wayne M. Gazur
Publications
The foundation of international taxable income allocations between related parties is formed by the imposition of an arm's length standard. The presence of "control" over a person invokes this measure. The author examines the implications of control presented by continuing developments in the global business environment, including the rise of cooperative interfirm arrangements.
The Charging Order: Conflicts Between Partners And Creditors, J. Dennis Hynes
The Charging Order: Conflicts Between Partners And Creditors, J. Dennis Hynes
Publications
No abstract provided.
Thoughts Evoked By "Accounting And The New Corporate Law", Ted J. Fiflis
Thoughts Evoked By "Accounting And The New Corporate Law", Ted J. Fiflis
Publications
No abstract provided.
Making America Competitive, Mark J. Loewenstein
The Revised Uniform Partnership Act: Some Comments On The Latest Draft Of Rupa, J. Dennis Hynes
The Revised Uniform Partnership Act: Some Comments On The Latest Draft Of Rupa, J. Dennis Hynes
Publications
No abstract provided.
Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis
Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis
Publications
No abstract provided.
Lender Liability: The Dilemma Of The Controlling Creditor, J. Dennis Hynes
Lender Liability: The Dilemma Of The Controlling Creditor, J. Dennis Hynes
Publications
No abstract provided.
Assessing The Limited Liability Company, Wayne M. Gazur, Neil M. Goff
Assessing The Limited Liability Company, Wayne M. Gazur, Neil M. Goff
Publications
The limited liability company is one of the newest forms of business organization. This form combines the limited liability of a corporation with the tax benefits normally associated with a partnership. The authors examine various implications and ramifications of this organizational form.
Recent Judicial Developments In Delaware Takeover Law, Mark J. Loewenstein
Recent Judicial Developments In Delaware Takeover Law, Mark J. Loewenstein
Publications
No abstract provided.
Book Review, Mark J. Loewenstein
Toward An Auction Market For Corporate Control And The Demise Of The Business Judgment Rule, Mark J. Loewenstein
Toward An Auction Market For Corporate Control And The Demise Of The Business Judgment Rule, Mark J. Loewenstein
Publications
No abstract provided.
Of Lollipops And Law -- A Proposal For A National Policy Concerning Tender Offer Defenses, Ted J. Fiflis
Of Lollipops And Law -- A Proposal For A National Policy Concerning Tender Offer Defenses, Ted J. Fiflis
Publications
Early last year, Mesa Petroleum Company made a tender offer for shares of Unocal Corporation in an effort to take over Unocal. Unocal responded by using the "lollipop" defense, which is a discriminatory issuer self-tender offer. Unocal's use of this defense resulted in huge economic losses to many of Unocal's small shareholders who were not knowledgeable about the ramifications of their participation or non-participation in the tender offer. The Delaware Supreme Court upheld Unocal's use of this defense as an appropriate exercise of business judgment. A federal district court in California refused to strike down the lollipop under federal law …
Tender Offer Litigation And State Law, Mark J. Loewenstein
Tender Offer Litigation And State Law, Mark J. Loewenstein
Publications
The recent spate of hostile takeover battles has focused attention and criticism on the federal securities laws. Most claims of defeated offerors and disappointed shareholders have been based on sections 14(e) and 10(b) of the Securities Exchange Act of 1934. The United States Supreme Court, however, has limited such federal remedies and suggested that plaintiffs bring state-law actions for interference with a prospective economic advantage. Professor Loewenstein discusses this tort, which has not been used widely in this context, and reviews the tort's traditional elements, its formulation in the Restatement (Second) of Torts, and its recent treatment by state courts. …
Section 14(E) Of The Williams Act And The Rule 10b-5 Comparisons, Mark J. Loewenstein
Section 14(E) Of The Williams Act And The Rule 10b-5 Comparisons, Mark J. Loewenstein
Publications
The passage of the Williams Act in 1968 added a set of provisions to the Securities Exchange Act of 1934 to govern tender offers. In this article, Professor Loewenstein examines the antifraud provision of the Williams Act, codified as section 14(e) of the Securities Exchange Act of 1934, and the development of decisional law under it. After discussing the propriety of inferring a private cause of action from section 14(e), Professor Loewenstein argues that the judiciary's reliance on rule 10b-5 precedents to set the bounds of the 14(e) cause of action is unwarranted. He concludes: 1) that scienter should not …
Accounting For Mergers, Acquisitions And Investments, In A Nutshell: The Interrelationships Of, And Criteria For, Purchase Or Pooling, The Equity Method, And Parent-Company-Only And Consolidated Statements, Ted J. Fiflis
Publications
No abstract provided.
Choice Of Federal Or State Law For Attorneys' Professional Responsibility In Securities Matters, Ted J. Fiflis
Choice Of Federal Or State Law For Attorneys' Professional Responsibility In Securities Matters, Ted J. Fiflis
Publications
Professional standards of duty are implicated in the federal securities laws in two types of cases: those instituted by the SEC to impose sanctions for lack of character or unethical conduct and those brought by the SEC or private parties for violations of substantive provisions of the securities laws. The question faced by Professor Fiflis is whether state or federal standards should define the duties imposed under these laws. He argues that the proper method of resolving this question is to apply an interest analysis. Analyzing the various state and federal interests leads Professor Fiflis to the conclusion that federal …
Soft Information: The Sec's Former Exogenous Zone, Ted J. Fiflis
Soft Information: The Sec's Former Exogenous Zone, Ted J. Fiflis
Publications
No abstract provided.
Eliminating The Capital Gains Preference. Part I: The Problems Of Inflation, Bunching And Lock-In, Michael J. Waggoner
Eliminating The Capital Gains Preference. Part I: The Problems Of Inflation, Bunching And Lock-In, Michael J. Waggoner
Publications
No abstract provided.
Eliminating The Capital Gains Preference. Part Ii: The Problem Of Corporate Taxation, Michael J. Waggoner
Eliminating The Capital Gains Preference. Part Ii: The Problem Of Corporate Taxation, Michael J. Waggoner
Publications
No abstract provided.
Interlocks In Corporate Management And The Antitrust Laws, Arthur H. Travers Jr.
Interlocks In Corporate Management And The Antitrust Laws, Arthur H. Travers Jr.
Publications
No abstract provided.
Removal Of The Corporate Director During His Term Of Office, Arthur H. Travers Jr.
Removal Of The Corporate Director During His Term Of Office, Arthur H. Travers Jr.
Publications
The traditional rules governing the removal of corporate directors have evolved so as to insulate the board of directors from the shareholders who elect them. Professor Travers in his article examines initially the interests being advanced by protecting the board members from removal by their electorate. He then critically analyzes the law as it relates to these interests in order to suggest a more rational approach.