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- Corporations (2)
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- Inc. v. Local No. 358 (1)
- Internal Revenue Code (I.R.C. 302(B)) (1)
- Internal Revenue Code (I.R.C. 356(A)(2)) (1)
Articles 1 - 15 of 15
Full-Text Articles in Law
Recent Developments Affecting Multiple Corporations: Sections 304, 306, And 338, James P. Holden
Recent Developments Affecting Multiple Corporations: Sections 304, 306, And 338, James P. Holden
William & Mary Annual Tax Conference
No abstract provided.
Income And Estate Tax Planning With Subchapter S Corporations, Robert J. Hipple, Barbara C. Hipple
Income And Estate Tax Planning With Subchapter S Corporations, Robert J. Hipple, Barbara C. Hipple
William & Mary Annual Tax Conference
No abstract provided.
Demise Of The Director's Duty Of Care: Judicial Avoidance Of Standards And Sanctions Through The Business Judgment Rule, Stuart R. Cohn
Demise Of The Director's Duty Of Care: Judicial Avoidance Of Standards And Sanctions Through The Business Judgment Rule, Stuart R. Cohn
UF Law Faculty Publications
Courts love the so-called business judgment rule. It dispenses quickly and easily with derivative actions against corporate directors and officers, and other challenges to corporate conduct. Unfortunately, the business judgment rule has come to mask its underlying premise, i.e. that there must have been a business judgment made. This article examines the dominance of the business judgment rule over the underlying requirement of the duty of care and suggests reform measures that will bring the duty of care back to its appropriate role in determining the merits of management decision-making processes.
Daily Income Fund, Inc. V. Fox, Lewis F. Powell Jr.
Daily Income Fund, Inc. V. Fox, Lewis F. Powell Jr.
Supreme Court Case Files
No abstract provided.
Product Liability And The Passage Of Time: The Imprisonment Of Corporate Rationality, James A. Henderson Jr.
Product Liability And The Passage Of Time: The Imprisonment Of Corporate Rationality, James A. Henderson Jr.
Cornell Law Faculty Publications
In theory, the product liability system should induce manufacturers to invest in product safety at the socially optimal level, i.e., the level at which the marginal cost of the investment equals the marginal cost of product-related accidents thereby avoided. In reality, however, this inducement may be weakened by countervailing incentives, causing manufacturers in marginal cases to forgo investment that would appear to be cost-effective. Professor Henderson argues that in these cases corporate rationality has been "imprisoned" by two "real-world" phenomena. First, a manufacturer may postpone product improvements lest they be viewed by potential claimants and juries as a confession of …
The Power Struggle Between Shareholders And Directors: The Demand Requirement In Derivative Suits, Tamar Frankel, Wayne M. Barsky
The Power Struggle Between Shareholders And Directors: The Demand Requirement In Derivative Suits, Tamar Frankel, Wayne M. Barsky
Faculty Scholarship
This article examines the demand shareholders must make on a corporation's board of directors prior to bringing a derivative suit. ... Presented with the question of whether the court would give effect to a decision of a committee of disinterested directors to terminate a shareholder derivative suit alleging directors' breach of fiduciary duties, the court ruled that even if the special committee was truly disinterested and independent, "[t]he Court should determine, applying its own independent business judgment, whether the [corporation's] motion [to dismiss the derivative action] should be granted." ... A derivative suit is one of the means for conducting …
The Subchapter S Revision Act: An Analysis And Appraisal, Glenn E. Coven
The Subchapter S Revision Act: An Analysis And Appraisal, Glenn E. Coven
Faculty Publications
No abstract provided.
The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner
The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner
Scholarly Publications
No abstract provided.
The Relevance Of Fresh Investment To The Characterization Of Corporate Distributions And Adjustments, Glenn E. Coven
The Relevance Of Fresh Investment To The Characterization Of Corporate Distributions And Adjustments, Glenn E. Coven
Faculty Publications
No abstract provided.
Bankruptcy Law In Perspective: A Rejoinder, Theodore Eisenberg
Bankruptcy Law In Perspective: A Rejoinder, Theodore Eisenberg
Cornell Law Faculty Publications
Professor Harris challenges my argument that bankruptcy reform takes place in an environment too isolated from the rest of the legal world. He also challenges each of the three illustrations I offered to support my thesis. Discussion of his views on the environment in which reform occurs is best deferred until after discussion of his analysis of my three illustrations.
Post-Contractual Arbitrability After Nolde Brothers: A Problem Of Conceptual Clarity, Arthur S. Leonard
Post-Contractual Arbitrability After Nolde Brothers: A Problem Of Conceptual Clarity, Arthur S. Leonard
Articles & Chapters
In Nolde Brothers, Inc. v. Local No. 358, Bakery & Confectionery Workers Union,' the Supreme Court held that a labor-management grievance dispute which arose after the expiration of a collective bargaining agreement might, under certain circumstances, be compulsorily arbitrable even though no successor agreement providing for arbitration had been entered into by the parties.2 In so holding, however, the Supreme Court was imprecise in articulating the factors underlying its determination,3 leaving to the lower courts and the National Labor Relations Board (Board) the considerable task of adopting the broadly phrased Nolde rationale-a presumption of continuing arbitrability- to differing situations where …
Ancillary Relief In Federal Securities Law: A Study In Federal Remedies, George W. Dent
Ancillary Relief In Federal Securities Law: A Study In Federal Remedies, George W. Dent
Faculty Publications
After describing the history and current practice of ancillary relief in federal securities law, this Article analyzes the general law of federal remedies and ancillary relief, including ancillary relief in other areas of administrative law, recent developments in federal equity, statutory interpretation, and federal common law, and implied statutory remedies. The Article then examines pertinent aspects of the federal securities laws, including their legislative history and recent judicial interpretations. On this basis the Article recommends both a general approach to ancillary relief in federal securities law and responses to problems of specific remedies. Finally, the Article discusses ancillary relief under …
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 …
The Business Judgment Rule In The Context Of Termination Of Derivative Suits By Independent Committees, James D. Cox, Donald E. Schwartz
The Business Judgment Rule In The Context Of Termination Of Derivative Suits By Independent Committees, James D. Cox, Donald E. Schwartz
Faculty Scholarship
No abstract provided.
Government Enforcement Policy Of Section 7 Of The Clayton Act: Carte Blanche For Conglomerate Mergers?, Joseph P. Bauer
Government Enforcement Policy Of Section 7 Of The Clayton Act: Carte Blanche For Conglomerate Mergers?, Joseph P. Bauer
Journal Articles
This Article argues that the Department of Justice's recently articulated enforcement intentions with respect to conglomerate mergers are inconsistent with the case law applying section 7 of the Clayton Act to these transactions and also represent unsound policy. Part I will review the conglomerate merger jurisprudence of the past two decades - looking at the theories that have been used to challenge them, at the important judicial decisions interpreting and applying those theories, and at the Guidelines adopted by the Department of Justice in 1968 to codify these developments. It will then briefly discuss certain developments regarding conglomerate mergers the …