Law Commons^™

Commercial Law, John M. Hewson Iii

Mercer Law Review

Last year's Survey reported that the field of commercial law was expanding rapidly and that the courts were receptive to innovative solutions to protect consumers from the rigors of the traditional commercial-law concepts. This year has been mixed. Some courts have pushed "consumerism" to new lengths, while other have retraced their steps from the extremes of the past few years and returned to more traditional commercial law concepts. This article discusses some of the more important developments in the peripheral area of Truth-in-Lending as well as report the cases and statutes for the 1975-76 year within the traditional realm of …

Secured Party's Right To Sue Third Persons For Damage To Or Defects In Collateral, Harold R. Weinberg

Law Faculty Scholarly Articles

The proverb “there is many a slip ‘twixt the cup and the lip” might have been written with the secured creditor in mind. Many tragedies may befall him to defeat his expectations. He takes his security interest hoping for the best, but preparing for the worst—nonperformance of the obligation secured. If he does not carefully comply with the Article Nine provisions concerning the enforceability and perfection of a security interest, he may ultimately be unsecured. If his security interest is enforceable and perfected, it may turn out that some other party has priority to the collateral. Even if the secured …

Fiduciaries And Fairness Under Rule 10b-5, Thomas J. Sherrard

Vanderbilt Law Review

In Marshel v. AFW Fabric Corp., decided on February 13,1976, the court unanimously sustained a challenge to long-form merger under New York law for the sole purpose of "going private,"concluding that despite full disclosure, the merger itself constituted a fraudulent scheme because it represented an attempt by the majority stockholders, in violation of their fiduciary obligations, to utilize corporate funds strictly for personal benefit and for no legitimate corporate purpose...

It is the purpose of this article to analyze the Green and Marshel decisions against the backdrop of previous cases in the area of fraudulent mismanagement, to gauge their impact …

Increasing Competition In The Petroleum Industry By Proscribing Trademark Tying Arrangements, Gerrit M. Steenblik

BYU Law Review

No abstract provided.

Germany - The New Corporation Tax System, Hugh Ault

Hugh J. Ault

No abstract provided.

Products Liability--Assumption Of Liability In Sale Of Assets, James Ronald Snyder

West Virginia Law Review

One of the usual factors to be considered in the acquisition of one corporation by another is whether the transferee is to assume the transferor's liabilities. Often the intent of the parties can be effectuated by choosing one form of acquisition over another. For example, if the parties intend that the transferee assume all of the liabilities of the transferor, the transaction could be structured as a merger because, by operation of law, the transferee assumes all of the transferor's liabilities in a merger. On the other hand, if the parties decide that the transferee will assume none of the …

Keeping The Deal Together After Material Breach--Common Law Mitigation Rules, The Ucc, And The Restatement (Second) Of Contracts, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

The Indiana Business Takeover Act, Philip T. Simpson, Philip C. Genetos, James D. Moore

Indiana Law Journal

No abstract provided.

Consumer Warranty Or Insurance Contract? A View Towards A Rational State Regulatory Policy, Doyal Mclemore Jr.

Indiana Law Journal

No abstract provided.

Commercial Law--Maintenance Of Compensating Balances Indictable Offense Under 18 U.S.C.A. § 656, Michael A. Mckenzie

Mercer Law Review

In United States v. Mann, the United States Court of Appeals for the Fifth Circuit upheld the validity of an indictment' which had charged defendant Mann, chief executive officer of the First National Bank of Waco, Texas, together with co-defendant Bank of the Southwest with conspiracy to willfully misapply the funds of Waco, through the maintenance of a non-interest bearing compensating balance at Southwest in return for a loan to Mann at preferential interest rates, in violation of 18 U.S.C.A. §656. The district court had dismissed the indictment for insufficiency and the United States appealed.

Table Of Contents, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

Foreword, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

Introduction, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

North Carolina In The International Marketplace: A Guide To Transnational Business Activity, Michael A. Almond

North Carolina Journal of International Law

No abstract provided.

Problems Of International Trade Regulation: A Commentary On The Trade Act Of 1974, R. A. Cornell

North Carolina Journal of International Law

No abstract provided.

Shipping Regulations Under United States And International Law, Dennis James Burnett

North Carolina Journal of International Law

No abstract provided.

Effect Of Soviet Ideology On The Legal Framework And Policy Of Us-Ussr Trade, Dennis Bryan

North Carolina Journal of International Law

No abstract provided.

Recent Developments, North Carolina Journal Of International Law And Commercial Regulation

North Carolina Journal of International Law

No abstract provided.

Membership Rights In Nonprofit Corporations: A Need For Increased Legal Recognition And Protection, Robert H. Brownlee

Vanderbilt Law Review

This Note has focused on three issues concerning membership in nonprofit corporations: whether members are entitled to increased protection of voting rights; whether state courts adequately have analyzed questions of membership standing to assert individual claims; and whether members should have standing to institute derivative actions on behalf of a nonprofit corporation. In each of these areas membership rights deserve increased legal recognition and protection.

"Solicitation" And "Delivery" Under Public Law 86-272: An Uncharted Course, Paul J. Hartman

Vanderbilt Law Review

In 1959, in response to pressure from multistate business and over the protest of state tax authorities and others, Congress passed Public Law 86-272 limiting the power of state and local governments to tax net income derived from interstate commerce.' The provisions of Public Law 86-272, briefly stated, prohibit state or local governments from imposing net income taxes on sellers of tangible personal property whose business activities in the state are limited to one or more of the following:. solicitation of orders for sales of tangible personal property by the seller or his own representative when the orders are sent …

Taxation Of Income From Intangibles Of Multistate-Multinational Corporations, William D. Dexter

Vanderbilt Law Review

In determining whether income from intangible investments should be subject to general apportionment rules or assigned to the commercial domicile or elsewhere the challenge to the states currently is to ascertain the true facts surrounding large corporate investments in intangible properties. The distinctions in UDITPA between business and nonbusiness income mandate this kind of factual inquiry. It is questionable, however, whether this distinction should continue to be given any significant effect, since it lacks substance and leads to endless conflict between large multistate and multinational corporations and each state in which they do business. Furthermore, in determining the state income …

State Taxation Under The Commerce Clause: An Historical Perspective, Jerome R. Hellerstein

Vanderbilt Law Review

Although Congress has plenary power under the commerce clause to regulate state taxation of interstate commerce, that power remained virtually unexercised until 1959. As a consequence of the silence of Congress, the task of reconciling the competing interests of states, multistate businesses, and local businesses, and accommodating those interests to the needs of a national economy fell by default to the Supreme Court. The instrumentality available to the Court for dealing with the complex political, fiscal, and economic controversies inherent in state taxation of multistate business was the commerce clause (augmented by due process restrictions and,to a lesser extent, the …

Interstate Corporate Income Taxation-Recent Revolutions And A Modern Response, Eugene F. Corrigan

Vanderbilt Law Review

In recent years significant technical advances have enabled large corporations to sell into states from great distances and with a minimum of contact in those states. Nevertheless, the states and their political subdivisions are confronted with the claims of corporations that jurisdictional barriers to corporate income taxes should be raised, that improved enforcement techniques should be prohibited, and that certain classes of income should be immunized completely from state taxation. These revolutionary technical advances have created both major tax administration problems and tax administration opportunities for the states. Some of the latter, however, remain unexploited. This article examines the ramifications …

The Constitutionality Of The Multistate Tax Compact, Robert M. White

Vanderbilt Law Review

It is now firmly established that states have the constitutional power to tax multistate businesses on net income reasonably attributable to activity within the taxing state. Within this legal frame-work, limited only by Public Law 86-272, the states have fashioned separate and diverse rules for the taxation of multistate corporations.'The recently formed Multistate Tax Compact provides an efficient alternative to both the present disarray of state statutes and possible federal regulation of interstate taxation. The principal purposes of the Compact are to establish uniform rules for determining state tax liabilities of multistate taxpayers, to eliminate ineffective tax administration and the …

Recent Developments, Various Editors

Villanova Law Review

No abstract provided.

Imposters And Fictitious Payees, James J. White

Other Publications

Uniform Commercial Code section 3-405. I. Basic Liabilities II. Defense and Miscellaneous Issues

Checks Lost In The Collection Process, James J. White

Other Publications

Given the millions of checks that are transferred among banks every year, the opportunity for loss and misplacement of such checks is enormous and the liabilities associated with such loss can be significant. This section deals with the collecting bank's liability for the check's loss before it is delivered to payer bank. If the payer bank receives and then loses the check, it will be subject to a different set of liabilities; those liabilities will be discussed elsewhere in the program.

Kentucky Law Survey: Commercial Law And Consumer Credit, Harold R. Weinberg

Kentucky Law Journal

No abstract provided.

Commercial Transactions (1975 Annual Survey Of Michigan Law), John F. Dolan

Law Faculty Research Publications

No abstract provided.

The Magnuson-Moss Warranty-Federal Trade Commission Improvement Act: Protecting Consumers Through Product Warranties

Washington and Lee Law Review

No abstract provided.