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Series

Business Organizations Law

1983

Articles 1 - 14 of 14

Full-Text Articles in Law

Income And Estate Tax Planning With Subchapter S Corporations, Robert J. Hipple, Barbara C. Hipple Dec 1983

Income And Estate Tax Planning With Subchapter S Corporations, Robert J. Hipple, Barbara C. Hipple

William & Mary Annual Tax Conference

No abstract provided.


Recent Developments Affecting Multiple Corporations: Sections 304, 306, And 338, James P. Holden Dec 1983

Recent Developments Affecting Multiple Corporations: Sections 304, 306, And 338, James P. Holden

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 Dec 1983

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. Oct 1983

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. Oct 1983

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 ...


The Subchapter S Revision Act: An Analysis And Appraisal, Glenn E. Coven Jul 1983

The Subchapter S Revision Act: An Analysis And Appraisal, Glenn E. Coven

Faculty Publications

No abstract provided.


The Relevance Of Fresh Investment To The Characterization Of Corporate Distributions And Adjustments, Glenn E. Coven Apr 1983

The Relevance Of Fresh Investment To The Characterization Of Corporate Distributions And Adjustments, Glenn E. Coven

Faculty Publications

No abstract provided.


The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner Apr 1983

The Existence Of State And Tax Partnerships: A Primer, Donald J. Weidner

Scholarly Publications

No abstract provided.


Bankruptcy Law In Perspective: A Rejoinder, Theodore Eisenberg Feb 1983

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 Jan 1983

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 ...


Government Enforcement Policy Of Section 7 Of The Clayton Act: Carte Blanche For Conglomerate Mergers?, Joseph P. Bauer Jan 1983

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 ...


Section 14(E) Of The Williams Act And The Rule 10b-5 Comparisons, Mark J. Loewenstein Jan 1983

Section 14(E) Of The Williams Act And The Rule 10b-5 Comparisons, Mark J. Loewenstein

Articles

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 ...


Ancillary Relief In Federal Securities Law: A Study In Federal Remedies, George W. Dent Jan 1983

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 ...


The Business Judgment Rule In The Context Of Termination Of Derivative Suits By Independent Committees, James D. Cox, Donald E. Schwartz Jan 1983

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.