Law Commons^™

Post-Dissolution Liabilities Of Shareholders And Directors For Claims Against Dissolved Corporations, D. Gilbert Friedlander, P. Anthony Lannie

Vanderbilt Law Review

This Article initially will explore the nature and extent of shareholders' and directors' liabilities for contingent claims against the dissolved corporation by examining section 105 of the Model Business Corporation Act and the case law of those states that have adopted the Model Act.' Two purposes underlying the Model Act are uniformity and progressive resolution of issues inadequately resolved by the common law or earlier statutes. An exhaustive analysis of the case law under section 105 of the Model Act, however,reveals that both purposes have been frustrated, if not defeated. First, uniformity among jurisdictions, as well as within each Model …

Federal Taxation-Reorganizations-Distribution Of Boot To Shareholders Of Merged Corporation Taxable As Dividend, Not Capital Gain-Shim Berg V. United States

BYU Law Review

No abstract provided.

Proposed Legislative Solutions To Tax Shelter Partnership Abuses - The End Of The Aggregate Concept?, Thomas E. Settles

Vanderbilt Law Review

This Note first will set forth the Treasury Department's perception of the present abuses of tax shelter partnerships and will analyze existing procedural rules, the Treasury Department's proposed amendments, and the House of Representatives' proposed amendments in light of these abuses. Next, the Note will examine the substantive law of Subchapter K and will attempt to point out the probable effects of the proposed amendments on the aggregate concept of partnerships, on substantive partnership tax law, and on the viability of the partnership form of business. Finally, this Note will propose a solution to the problem of tax shelter partnership …

Limited Partnership—Limited Control Through A Corporate General Partner—Frigidaire Sales Corp. V. Union Properties, Inc., 88 Wn. 2d 400, 562 P.2d 244 (1977), Lawrence Repeta

Washington Law Review

Plaintiff entered into a contract to sell appliances to a limited partnership. The contract was signed on behalf of the limited partnership by two officers of its corporate general partner. The officers each owned fifty percent of the outstanding shares of the corporation. In addition, they each held a limited partner's unit in the limited partnership. When the partnership failed to pay installments due, plaintiff brought an action against the corporate general partner and against its two officers as individuals. The assertion of personal liability was based on a provision of the limited partnership statute under which limited partners may …

Competing Merger Offers - Disclosure And Related Problems, Author Unidentified

Vanderbilt Law Review

An attractive company that makes known its desire to find a merger partner or announces an agreement in principle to merge with another corporation is likely to receive multiple inquiries or multiple offers from acquisition-minded corporations. This Note examines various problems and duties confronting a publicly held company' that receives multiple merger inquiries and offers. The starting point for this analysis is one court's directive that a proxy statement soliciting shareholder approval of a merger recommended by management must disclose competing merger offers from third parties if such offers are "definitive" and "may" be more advantageous to the shareholders than …

Recent Amendments Of Partnership Tax Law - Complexities Prevent Meaningful Reform., Peter M. Wolverton, Jerry B. Gwin Jr.

St. Mary's Law Journal

Abstract Forthcoming.

Introduction Symposium - Limited Partnership Act - Introduction., Brockenbrough Lamb Jr.

St. Mary's Law Journal

Abstract Forthcoming.

Limited Partner Derivative Suits Symposium - Limited Partnership Act., Harold Gill Reuschlein

St. Mary's Law Journal

Abstract Forthcoming.

An Examination Of Articles 3, 4 And 9 Of The Revised Uniform Limited Partnership Act Symposium - Limited Partnership Act., W. Edward Sell

St. Mary's Law Journal

Abstract Forthcoming.

Federal Income Tax Classification Of Limited Partnerships Formed Under The Revised Uniform Limited Partnership Act Symposium - Limited Partnership Act., Bruce D. Haims, Marcus H. Strock

St. Mary's Law Journal

Abstract Forthcoming.

The Financial Provisions Of The Revised Uniform Limited Partnership Act: Articles 5 And 6 Symposium - Limited Partnership Act., William A. Gregory

St. Mary's Law Journal

Abstract Forthcoming.

Assuring Fairness In Corporate Mergers: Recent State Trends

Washington and Lee Law Review

No abstract provided.

Individual Liability Of Agents For Corporate Crimes Under The Proposed Federal Criminal Code, Stephen D. Goodwin

Vanderbilt Law Review

In discussing the contours of individual liability under section 403, this Note has not attempted to criticize the section's draftsmanship or counsel against its adoption. The philosophy of liability reflected in section 403 wisely avoids the imposition of vicarious liability on corporate officials. The defendant's personal misconduct, failure to act, or reckless failure to supervise invoke the sanctions of the provisions. In addition, subsections (b) and (c) provide a theoretical underpinning for punishing omissions that is preferable to the indicia of artificial "participation" relied upon in former state and federal cases.

This Note has also attempted to establish some limitations …

Tender Offers And Bidder Access To Target Company Shareholder Lists

BYU Law Review

No abstract provided.

Keys To Unlock The Interlocks: Dealing With Interlocking Directorates, Richard P. Murphy

University of Michigan Journal of Law Reform

The use of interlocking directorates by American industrial and commercial corporations is widespread. Section 8 of the Clayton Act has been interpreted as prohibiting only interlocks between directly competing firms. There are other kinds of interlocks with substantial anticompetitive effects, however, that have essentially escaped any regulation under the antitrust laws. This article will examine whether the deleterious effects of unregulated interlocks should be a source of concern. It will conclude that these interlocks should not remain unregulated because they are presumptively anticompetitive, produce problems that section 8 was designed to address, and conflict with the basic goals of the …

Jurisdiction Over The Corporate Agent: The Fiduciary Shield, Thomas H. Sponsler

Washington and Lee Law Review

No abstract provided.

Restructuring The Corporate Board Of Directors: Fond Hope--Faint Promise?, Lewis D. Solomon

Michigan Law Review

Reforms, then, have been instituted, and an extensive literature on corporate reform has developed. It is time that we seriously examine the reforms and the literature to assess the accomplishments and possibilities of the corporate board of directors. This Article is a first step in that direction.

The Article begins by investigating the reasons for the impotence of corporate boards. It then examines two models of reformed boards and finds both models badly flawed. The Article proceeds to case studies of three corporations-Mattel, Inc., Northrop Corp., and Lockheed Corp.-which under court· order have attempted to reform their boards by increasing …

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Corporate Political Speech: The Effect Of First National Bank Of Boston V. Bellotti Upon Statutory Limitations On Corporate Referendum Spending, Francis H. Fox

Kentucky Law Journal

No abstract provided.

The Interface Between Securities Act 3(A)(10) And Ohio Revised Code 1707.04: Utilitarian Considerations For Ohio Mergers And Corporate Reorganization Transactions, Robert N. Rapp

Cleveland State Law Review

It is the purpose of this article to examine the interface between Securities Act § 3(a) (10) and Ohio Rev. Code § 1707.04, and to highlight the utility of the combination for Ohio corporate transactions. Subpart II below analyzes the significant background considerations which underlie the new-found importance of § 3(a) (10). It is followed in Subpart III by in-depth consideration of the interface itself. And finally, the application and utilization of the Ohio provision are analyzed in Subpart IV.

Updating The Mccandless Doctrine: Taxing Of Reasonable Compensation Paid By Closely-Held Corporations, 12 J. Marshall J. Prac. & Proc. 113 (1978), John J. Vondran

UIC Law Review

No abstract provided.

Take-Over Bid Disclosure Act, Elliott H. Dejarnette

University of Richmond Law Review

The recent changes in the Take-Over Bid Disclosure Act by the General Assembly in its 1978 session are essentially a return to the shorter time limit requirements that existed prior to the 1977 amendment to the Virginia Code. As before, the offeror company which is contemplating a take-over of another corporation's stock [hereinafter referred to as the target corporation] must file with the State Corporation Commission [hereinafter referred to as SCC] and with the registered agent of the target corporation a statement which contains all information required by § 13.1-531(b). This filing must be made twenty days prior to such …

Dissenting Stockholders' Rights In Virginia: Exclusivity Of The Cash-Out Remedy And Determination Of "Fair Value", Howard T. Macrae Jr.

University of Richmond Law Review

Until relatively recent times, the generally accepted rule was that a corporation could not merge, consolidate or sell all of its assets without the unanimous consent of its stockholders. Each stockholder was accordingly vested with an individual right of veto over any such corporate action from which that stockholder might dissent. In order to eliminate this shackle on corporate activity, state legislatures enacted legislation permitting corporations to enter into such so-called "extraordinary transactions" as mergers, consolidations and sales of all or substantially all of the corporate assets upon some specified majority vote of all of its stockholders. The price extracted …

The Professional Corporation: An Overview, Halford I. Hayes

University of Richmond Law Review

The purpose of this comment is to provide a newly formed, moderate-sized legal firm or the beginning legal individual practitioner with a broad overview of the benefits and problems that a professional corporation [hereinafter PC] offers when compared to a partnership or individual proprietorship structure. The emphasis here will be on the availability of in-depth material in the field along with the governing Internal Revenue Code and Treasury Regulations sections.

Obtaining Jurisdiction Over Corporations In Virginia, Robert E. Draim, Emily M. Trapnell

University of Richmond Law Review

A working familiarity with the jurisdictional principles and procedures involved in initiating legal proceedings against both domestic and foreign corporations is essential to the successful resolution of the issues involved in such corporate litigation. The important individual and societal interests involved in corporate litigation highlight the necessity of bringing the corporate defendant within the jurisdiction of the state's courts.

Dissolution, Forfeiture, And Liquidation Of Virginia Corporations, Joel D. Gusky

University of Richmond Law Review

Article 7 of Virginia's Corporation Code, under the general heading of "dissolution", describes the various methods by which corporate existence terminates in Virginia. Although Article 7 speaks in terms of dissolution per se, in reality there are three separate and distinct forms of dissolution: (1) voluntary dissolution, (2) forfeiture, and (3) liquidation of the corporation by a court of equity upon the petition of either the stockholders or the creditors of the corporation sought to be dissolved. Each section is sui generis and has certain procedures which incorporators, the State Corporation Commission (Commission), stockholders, or creditors must follow in order …

Enforcement Of Proxy Regulations In Parent-Subsidiary Mergers

Washington and Lee Law Review

No abstract provided.

Securities Law - Rule 10b-5 - Oral Executory Contract To Purchase Securities Held To Provide Sufficient Basis For Standing To Bring Private 10b-5 Action, And Fraud Occuring During The Pendency Fo The Executory Contract Held To Be In Connection With The Purchase Of Securities, Lisa S. Hunter

Villanova Law Review

No abstract provided.

Toward Constitutionalizing The Corporation: A Speculative Essay, Arthur S. Miller

West Virginia Law Review

No abstract provided.

Pfizer, Inc. V. India: Foreign Sovereigns' Standing To Sue For Treble Damages, 12 J. Marshall J. Prac. & Proc. 187 (1978), Gary M. Shaw

UIC Law Review

No abstract provided.